SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 28, 1995
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under
a
Pooling and Servicing Agreement dated as of April 1, 1995
providing
for, inter alia, the issuance of Mortgage Pass-Through
Certificates,
Series 1995-S1)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 33-54227 75-2006294
(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 832-7000
(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information
and
Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
1. Pooling and Servicing Agreement, dated as of April
1, 1995 among Residential Funding Mortgage Securities I, Inc., as
company, Residential Funding Corporation, as master servicer, and
The First National Bank of Chicago, as trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed
on its behalf by the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING
MORTGAGE
SECURITIES I, INC.
By:
Name: Bruce J. Legan
Title: Director
Dated: April 28, 1995
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 1995
Mortgage Pass-Through Certificates
Series 1995-S3
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. . . . . . . . . . . . . . . .-3-
Accretion Directed Certificates. . . . . . . . . . .-3-
Accretion Directed Companion Certificates. . . . . .-3-
Accretion Termination Date . . . . . . . . . . . . .-3-
Accrual Distribution Amount. . . . . . . . . . . . .-3-
Accrued Certificate Interest . . . . . . . . . . . .-3-
Adjusted Mortgage Rate . . . . . . . . . . . . . . .-4-
Adjusted Senior Principal Distribution Amount. . . .-4-
Advance. . . . . . . . . . . . . . . . . . . . . . .-4-
Affiliate. . . . . . . . . . . . . . . . . . . . . .-5-
Agreement. . . . . . . . . . . . . . . . . . . . . .-5-
Amount Held for Future Distribution. . . . . . . . .-5-
Appraised Value. . . . . . . . . . . . . . . . . . .-5-
Assignment . . . . . . . . . . . . . . . . . . . . .-5-
Assignment Agreement . . . . . . . . . . . . . . . .-5-
Assignment of Proprietary Lease. . . . . . . . . . .-6-
Available Distribution Amount. . . . . . . . . . . .-6-
Bankruptcy Amount. . . . . . . . . . . . . . . . . .-6-
Bankruptcy Code. . . . . . . . . . . . . . . . . . .-7-
Bankruptcy Loss. . . . . . . . . . . . . . . . . . .-7-
Book-Entry Certificate . . . . . . . . . . . . . . .-7-
Business Day . . . . . . . . . . . . . . . . . . . .-7-
Buydown Funds. . . . . . . . . . . . . . . . . . . .-7-
Buydown Mortgage Loan. . . . . . . . . . . . . . . .-8-
Cash Liquidation . . . . . . . . . . . . . . . . . .-8-
Certificate. . . . . . . . . . . . . . . . . . . . .-8-
Certificate Account. . . . . . . . . . . . . . . . .-8-
Certificate Account Deposit Date . . . . . . . . . .-8-
Certificateholder or Holder. . . . . . . . . . . . .-8-
Certificate Owner. . . . . . . . . . . . . . . . . .-8-
Certificate Principal Balance. . . . . . . . . . . .-9-
Certificate Register and Certificate Registrar . . -10-
Class. . . . . . . . . . . . . . . . . . . . . . . -10-
Class A Certificate. . . . . . . . . . . . . . . . -10-
Class A-7 Component A. . . . . . . . . . . . . . . -10-
Class A-7 Component B. . . . . . . . . . . . . . . -10-
Class A-7 Component C. . . . . . . . . . . . . . . -10-
Class A-7 Component D. . . . . . . . . . . . . . . -11-
Class A-7 Component E. . . . . . . . . . . . . . . -11-
Class A-7 Component E Collection Shortfall . . . . -11-
Class A-7 Component E Principal Distribution
Amount. . . . . . . . . . . . . . . . . . . . -11-
Class A-7 Component F. . . . . . . . . . . . . . . -11-
Class A-7 Component G. . . . . . . . . . . . . . . -11-
Class B Certificate. . . . . . . . . . . . . . . . -11-
Class B Percentage . . . . . . . . . . . . . . . . -12-
Class B-1 Percentage . . . . . . . . . . . . . . . -12-
Class B-1 Prepayment Distribution Trigger. . . . . -12-
Class B-2 Percentage . . . . . . . . . . . . . . . -12-
Class B-2 Prepayment Distribution Trigger. . . . . -12-
Class B-3 Percentage . . . . . . . . . . . . . . . -12-
Class B-3 Prepayment Distribution Trigger. . . . . -12-
Class B-4 Percentage . . . . . . . . . . . . . . . -13-
Class B-4 Prepayment Distribution Trigger. . . . . -13-
Class M Certificate. . . . . . . . . . . . . . . . -13-
Class M Percentage . . . . . . . . . . . . . . . . -13-
Class M-1 Percentage . . . . . . . . . . . . . . . -13-
Class M-2 Percentage . . . . . . . . . . . . . . . -13-
Class M-2 Prepayment Distribution Trigger. . . . . -13-
Class M-3 Percentage . . . . . . . . . . . . . . . -14-
Class M-3 Prepayment Distribution Trigger. . . . . -14-
Class R Certificate. . . . . . . . . . . . . . . . -14-
Class R-I Certificate. . . . . . . . . . . . . . . -14-
Class R-II Certificate . . . . . . . . . . . . . . -14-
Closing Date . . . . . . . . . . . . . . . . . . . -14-
Code . . . . . . . . . . . . . . . . . . . . . . . -14-
Compensating Interest. . . . . . . . . . . . . . . -14-
Component. . . . . . . . . . . . . . . . . . . . . -15-
Cooperative. . . . . . . . . . . . . . . . . . . . -15-
Cooperative Apartment. . . . . . . . . . . . . . . -15-
Cooperative Lease. . . . . . . . . . . . . . . . . -15-
Cooperative Loans. . . . . . . . . . . . . . . . . -15-
Cooperative Stock. . . . . . . . . . . . . . . . . -15-
Cooperative Stock Certificate. . . . . . . . . . . -15-
Corporate Trust Office . . . . . . . . . . . . . . -15-
Credit Support Depletion Date. . . . . . . . . . . -16-
Curtailment. . . . . . . . . . . . . . . . . . . . -16-
Custodial Account. . . . . . . . . . . . . . . . . -16-
Custodial Agreement. . . . . . . . . . . . . . . . -16-
Custodian. . . . . . . . . . . . . . . . . . . . . -16-
Cut-off Date . . . . . . . . . . . . . . . . . . . -16-
Cut-off Date Principal Balance . . . . . . . . . . -16-
Debt Service Reduction . . . . . . . . . . . . . . -16-
Deficient Valuation. . . . . . . . . . . . . . . . -16-
Definitive Certificate . . . . . . . . . . . . . . -16-
Deleted Mortgage Loan. . . . . . . . . . . . . . . -17-
Depository . . . . . . . . . . . . . . . . . . . . -17-
Depository Participant . . . . . . . . . . . . . . -17-
Destroyed Mortgage Note. . . . . . . . . . . . . . -17-
Determination Date . . . . . . . . . . . . . . . . -17-
Discount Fraction. . . . . . . . . . . . . . . . . -17-
Discount Mortgage Loan . . . . . . . . . . . . . . -17-
Disqualified Organization. . . . . . . . . . . . . -17-
Distribution Date. . . . . . . . . . . . . . . . . -18-
Due Date . . . . . . . . . . . . . . . . . . . . . -18-
Due Period . . . . . . . . . . . . . . . . . . . . -18-
Eligible Account . . . . . . . . . . . . . . . . . -18-
Eligible Funds . . . . . . . . . . . . . . . . . . -19-
Event of Default . . . . . . . . . . . . . . . . . -19-
Excess Bankruptcy Loss . . . . . . . . . . . . . . -19-
Excess Fraud Loss. . . . . . . . . . . . . . . . . -19-
Excess Special Hazard Loss . . . . . . . . . . . . -19-
Excess Subordinate Principal Amount. . . . . . . . -19-
Extraordinary Events . . . . . . . . . . . . . . . -19-
Extraordinary Losses . . . . . . . . . . . . . . . -20-
FDIC . . . . . . . . . . . . . . . . . . . . . . . -20-
FHLMC. . . . . . . . . . . . . . . . . . . . . . . -20-
Final Distribution Date. . . . . . . . . . . . . . -20-
Fitch. . . . . . . . . . . . . . . . . . . . . . . -20-
FNMA . . . . . . . . . . . . . . . . . . . . . . . -21-
Foreclosure Profits. . . . . . . . . . . . . . . . -21-
Fraud Loss Amount. . . . . . . . . . . . . . . . . -21-
Fraud Losses . . . . . . . . . . . . . . . . . . . -21-
Independent. . . . . . . . . . . . . . . . . . . . -21-
Initial Certificate Principal Balance. . . . . . . -22-
Insurance Proceeds . . . . . . . . . . . . . . . . -22-
Insurer. . . . . . . . . . . . . . . . . . . . . . -22-
Late Collections . . . . . . . . . . . . . . . . . -22-
Liquidation Proceeds . . . . . . . . . . . . . . . -22-
Loan-to-Value Ratio. . . . . . . . . . . . . . . . -22-
Maturity Date. . . . . . . . . . . . . . . . . . . -22-
Monthly Payment. . . . . . . . . . . . . . . . . . -23-
Moody's. . . . . . . . . . . . . . . . . . . . . . -23-
Mortgage . . . . . . . . . . . . . . . . . . . . . -23-
Mortgage File. . . . . . . . . . . . . . . . . . . -23-
Mortgage Loan Schedule . . . . . . . . . . . . . . -23-
Mortgage Loans . . . . . . . . . . . . . . . . . . -24-
Mortgage Note. . . . . . . . . . . . . . . . . . . -24-
Mortgage Rate. . . . . . . . . . . . . . . . . . . -24-
Mortgaged Property . . . . . . . . . . . . . . . . -24-
Mortgagor. . . . . . . . . . . . . . . . . . . . . -24-
Net Mortgage Rate. . . . . . . . . . . . . . . . . -25-
Non-Discount Mortgage Loan . . . . . . . . . . . . -25-
Non-Primary Residence Loans. . . . . . . . . . . . -25-
Non-United States Person . . . . . . . . . . . . . -25-
Nonrecoverable Advance . . . . . . . . . . . . . . -25-
Nonsubserviced Mortgage Loan . . . . . . . . . . . -25-
Notional Amount. . . . . . . . . . . . . . . . . . -25-
Officers' Certificate. . . . . . . . . . . . . . . -25-
Opinion of Counsel . . . . . . . . . . . . . . . . -26-
Original Senior Percentage . . . . . . . . . . . . -26-
Outstanding Mortgage Loan. . . . . . . . . . . . . -26-
Ownership Interest . . . . . . . . . . . . . . . . -26-
PAC Certificate. . . . . . . . . . . . . . . . . . -26-
PAC I Certificate. . . . . . . . . . . . . . . . . -26-
PAC I Component. . . . . . . . . . . . . . . . . . -26-
PAC I Principal Amount . . . . . . . . . . . . . . -26-
PAC II Certificate . . . . . . . . . . . . . . . . -26-
PAC II Component . . . . . . . . . . . . . . . . . -26-
PAC II Principal Amount. . . . . . . . . . . . . . -26-
Pass-Through Rate. . . . . . . . . . . . . . . . . -27-
Paying Agent . . . . . . . . . . . . . . . . . . . -27-
Percentage Interest. . . . . . . . . . . . . . . . -27-
Permitted Investments. . . . . . . . . . . . . . . -27-
Permitted Transferee . . . . . . . . . . . . . . . -29-
Person . . . . . . . . . . . . . . . . . . . . . . -29-
Planned Principal Balance. . . . . . . . . . . . . -29-
Pool Stated Principal Balance. . . . . . . . . . . -29-
Pool Strip Rate. . . . . . . . . . . . . . . . . . -29-
Prepayment Assumption. . . . . . . . . . . . . . . -29-
Prepayment Distribution Percentage . . . . . . . . -29-
Prepayment Distribution Trigger. . . . . . . . . . -31-
Prepayment Period. . . . . . . . . . . . . . . . . -31-
Primary Insurance Policy . . . . . . . . . . . . . -31-
Principal Only Component . . . . . . . . . . . . . -31-
Principal Prepayment . . . . . . . . . . . . . . . -31-
Principal Prepayment in Full . . . . . . . . . . . -31-
Program Guide. . . . . . . . . . . . . . . . . . . -31-
Purchase Price . . . . . . . . . . . . . . . . . . -32-
Qualified Substitute Mortgage Loan . . . . . . . . -32-
Rating Agency. . . . . . . . . . . . . . . . . . . -33-
Realized Loss. . . . . . . . . . . . . . . . . . . -33-
Record Date. . . . . . . . . . . . . . . . . . . . -33-
Regular Certificate. . . . . . . . . . . . . . . . -33-
REMIC. . . . . . . . . . . . . . . . . . . . . . . -33-
REMIC I. . . . . . . . . . . . . . . . . . . . . . -33-
REMIC I Certificates . . . . . . . . . . . . . . . -34-
REMIC II . . . . . . . . . . . . . . . . . . . . . -34-
REMIC II Certificates. . . . . . . . . . . . . . . -34-
REMIC Provisions . . . . . . . . . . . . . . . . . -34-
REO Acquisition. . . . . . . . . . . . . . . . . . -34-
REO Disposition. . . . . . . . . . . . . . . . . . -34-
REO Imputed Interest . . . . . . . . . . . . . . . -35-
REO Proceeds . . . . . . . . . . . . . . . . . . . -35-
REO Property . . . . . . . . . . . . . . . . . . . -35-
Request for Release. . . . . . . . . . . . . . . . -35-
Required Insurance Policy. . . . . . . . . . . . . -35-
Residential Funding. . . . . . . . . . . . . . . . -35-
Responsible Officer. . . . . . . . . . . . . . . . -35-
Schedule of Discount Fractions . . . . . . . . . . -35-
Security Agreement . . . . . . . . . . . . . . . . -35-
Seller . . . . . . . . . . . . . . . . . . . . . . -35-
Seller's Agreement . . . . . . . . . . . . . . . . -35-
Senior Accelerated Distribution Percentage . . . . -36-
Senior Percentage. . . . . . . . . . . . . . . . . -37-
Senior Principal Distribution Amount . . . . . . . -37-
Servicing Accounts . . . . . . . . . . . . . . . . -37-
Servicing Advances . . . . . . . . . . . . . . . . -37-
Servicing Fee. . . . . . . . . . . . . . . . . . . -37-
Servicing Officer. . . . . . . . . . . . . . . . . -38-
Special Hazard Amount. . . . . . . . . . . . . . . -38-
Special Hazard Loss. . . . . . . . . . . . . . . . -38-
Standard & Poor's. . . . . . . . . . . . . . . . . -38-
Stated Principal Balance . . . . . . . . . . . . . -39-
Subordinate Principal Distribution Amount. . . . . -39-
Subserviced Mortgage Loan. . . . . . . . . . . . . -39-
Subservicer. . . . . . . . . . . . . . . . . . . . -40-
Subservicer Advance. . . . . . . . . . . . . . . . -40-
Subservicing Account . . . . . . . . . . . . . . . -40-
Subservicing Agreement . . . . . . . . . . . . . . -40-
Subservicing Fee . . . . . . . . . . . . . . . . . -40-
TAC Principal Amount . . . . . . . . . . . . . . . -40-
TAC Principal Component. . . . . . . . . . . . . . -40-
Targeted Principal Balances. . . . . . . . . . . . -40-
Tax Returns. . . . . . . . . . . . . . . . . . . . -40-
Transfer . . . . . . . . . . . . . . . . . . . . . -40-
Transferee . . . . . . . . . . . . . . . . . . . . -41-
Transferor . . . . . . . . . . . . . . . . . . . . -41-
Trust Fund . . . . . . . . . . . . . . . . . . . . -41-
Uncertificated Accrued Interest. . . . . . . . . . -41-
Uncertificated Notional Amount . . . . . . . . . . -42-
Uncertificated Pass-Through Rate . . . . . . . . . -42-
Uncertificated Principal Balance . . . . . . . . . -42-
Uncertificated REMIC I Regular Interest U. . . . . -42-
Uncertificated REMIC I Regular Interest V. . . . . -42-
Uncertificated REMIC I Regular Interest W. . . . . -43-
Uncertificated REMIC I Regular Interest X. . . . . -43-
Uncertificated REMIC I Regular Interest Y. . . . . -43-
Uncertificated REMIC I Regular Interests Z . . . . -43-
Uncertificated REMIC I Regular Interest Z Pool
Strip Rate. . . . . . . . . . . . . . . . . . -43-
Uncertificated REMIC I Regular Interests . . . . . -43-
Uncertificated REMIC I Regular Interest U
Distribution Amount . . . . . . . . . . . . . -43-
Uncertificated REMIC I Regular Interest V
Distribution Amount . . . . . . . . . . . . . -44-
Uncertificated REMIC I Regular Interest W
Distribution Amount . . . . . . . . . . . . . -44-
Uncertificated REMIC I Regular Interest X
Distribution Amount . . . . . . . . . . . . . -44-
Uncertificated REMIC I Regular Interest Y
Distribution Amount . . . . . . . . . . . . . -44-
Uncertificated REMIC I Regular Interests Z
Distribution Amounts. . . . . . . . . . . . . -44-
Uncertificated REMIC I Regular Interest
Distribution Amounts. . . . . . . . . . . . . -44-
Uncertificated REMIC II Regular Interests. . . . . -44-
Uncertificated REMIC II Regular Interests
Distribution Amounts. . . . . . . . . . . . . -44-
Uninsured Cause. . . . . . . . . . . . . . . . . . -45-
United States Person . . . . . . . . . . . . . . . -45-
Voting Rights. . . . . . . . . . . . . . . . . . . -45-
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans . . . . . . -46-
Section 2.02. Acceptance by Trustee. . . . . . . . . . -51-
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer
and the Company . . . . . . . . . . -52-
Section 2.04. Representations and Warranties
of Sellers . . . . . . . . . . . . . . . -57-
Section 2.05. Issuance of Certificates Evidencing
Interests in REMIC I . . . . . . . . . . -59-
Section 2.06. Conveyance of Uncertificated REMIC I
and REMIC II Regular Interests;
Acceptance by the Trustee. . . . . . . . -60-
Section 2.07. Issuance of Certificates Evidencing
Interest in REMIC II . . . . . . . . . . -60-
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer . . . -62-
Section 3.02. Subservicing Agreements Between
Master Servicer and Subservicers;
Enforcement of Subservicers' and
Sellers' Obligations . . . . . . . . . . -63-
Section 3.03. Successor Subservicers . . . . . . . . . -64-
Section 3.04. Liability of the Master Servicer . . . . -65-
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders . . . . . . . . . . . -65-
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee . . . -65-
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to
Custodial Account. . . . . . . . . . . . -66-
Section 3.08. Subservicing Accounts;
Servicing Accounts . . . . . . . . . . . -68-
Section 3.09. Access to Certain Documentation
and Information Regarding
the Mortgage Loans . . . . . . . . . . . -70-
Section 3.10. Permitted Withdrawals from
the Custodial Account. . . . . . . . . . -70-
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder . . . . -72-
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage. . . . . -73-
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification
Agreements; Certain Assignments. . . . . -75-
Section 3.14. Realization Upon Defaulted
Mortgage Loans . . . . . . . . . . . . . -77-
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files. . . . . . . . -80-
Section 3.16. Servicing and Other Compensation . . . . -82-
Section 3.17. Reports to the Trustee
and the Company. . . . . . . . . . . . . -83-
Section 3.18. Annual Statement as to Compliance. . . . -83-
Section 3.19. Annual Independent Public
Accountants' Servicing Report. . . . . . -83-
Section 3.20. Rights of the Company in Respect
of the Master Servicer . . . . . . . . . -84-
Section 3.21. Administration of Buydown Funds. . . . . -85-
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account. . . . . . . . . . . -86-
Section 4.02. Distributions. . . . . . . . . . . . . . -86-
Section 4.03. Statements to Certificateholders . . . . -99-
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer . . . . . . . . .-101-
Section 4.05. Allocation of Realized Losses. . . . . .-103-
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property. . . .-105-
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans . . . . . . . .-105-
Section 4.08. Distributions on the
Uncertificated REMIC I and
REMIC II Regular Interests
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates . . . . . . . . . . . .-108-
Section 5.02. Registration of Transfer
and Exchange of Certificates . . . . . .-110-
Section 5.03. Mutilated, Destroyed, Lost
or Stolen Certificates . . . . . . . . .-116-
Section 5.04. Persons Deemed Owners. . . . . . . . . .-116-
Section 5.05. Appointment of Paying Agent. . . . . . .-117-
Section 5.06. Optional Purchase of Certificates. . . .-117-
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the
Company and the Master Servicer. . . . .-120-
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer . . . . . .-120-
Section 6.03. Limitation on Liability of the
Company, the Master Servicer and
Others . . . . . . . . . . . . . . . . .-121-
Section 6.04. Company and Master
Servicer Not to Resign . . . . . . . . .-122-
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . . . . . . . .-123-
Section 7.02. Trustee or Company to Act;
Appointment of Successor . . . . . . . .-125-
Section 7.03. Notification to Certificateholders . . .-126-
Section 7.04. Waiver of Events of Default. . . . . . .-126-
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . . . . . . . .-128-
Section 8.02. Certain Matters Affecting the
Trustee. . . . . . . . . . . . . . . . .-130-
Section 8.03. Trustee Not Liable for
Certificates or Mortgage Loans . . . . .-131-
Section 8.04. Trustee May Own Certificates . . . . . .-132-
Section 8.05. Master Servicer to Pay Trustee's
Fees and Expenses; Indemnification . . .-132-
Section 8.06. Eligibility Requirements for
Trustee. . . . . . . . . . . . . . . . .-133-
Section 8.07. Resignation and Removal of the
Trustee. . . . . . . . . . . . . . . . .-133-
Section 8.08. Successor Trustee. . . . . . . . . . . .-135-
Section 8.09. Merger or Consolidation of Trustee . . .-135-
Section 8.10. Appointment of Co-Trustee
or Separate Trustee. . . . . . . . . . .-136-
Section 8.11. Appointment of Custodians. . . . . . . .-137-
Section 8.12. Appointment of Office or Agency. . . . .-137-
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the
Master Servicer or the Company or
Liquidation of All Mortgage Loans. . . .-138-
Section 9.02. Termination of REMIC II. . . . . . . . .-141-
Section 9.03. Additional Termination Requirements. . .-141-
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration . . . . . . . . . .-143-
Section 10.02. Master Servicer and Trustee
Indemnification. . . . . . . . . . . . .-147-
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . . . . . . . .-148-
Section 11.02. Recordation of Agreement;
Counterparts . . . . . . . . . . . . . .-151-
Section 11.03. Limitation on Rights
of Certificateholders. . . . . . . . . .-151-
Section 11.04. Governing Law. . . . . . . . . . . . . .-152-
Section 11.05. Notices. . . . . . . . . . . . . . . . .-152-
Section 11.06. Notices to Rating Agency . . . . . . . .-153-
Section 11.07. Severability of Provisions . . . . . . .-154-
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J: Form of Investor Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing
Agreement
Pursuant to Section 11.01(e) for a Limited
Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of
Mortgage Loan
Exhibit P: Planned Principal Balances and Targeted Principal
Balances
Exhibit Q: Schedule of Discount Fractions
This is a Pooling and Servicing Agreement, effective
as of April 1, 1995, among RESIDENTIAL FUNDING MORTGAGE
SECURITIES
I, INC., as the company (together with its permitted successors
and assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as
master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and THE FIRST NATIONAL BANK OF
CHICAGO, as trustee (together with its permitted successors and
assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through
certificates (collectively, the "Certificates"), to be issued
hereunder in multiple classes, which in the aggregate will
evidence the entire beneficial ownership interest in the Mortgage
Loans (as defined herein). As provided herein, the Master
Servicer will make an election to treat the entire segregated
pool
of assets described in the definition of REMIC I (as defined
herein), and subject to this Agreement (including the Mortgage
Loans), as a real estate mortgage investment conduit (a "REMIC")
for federal income tax purposes and such segregated pool of
assets
will be designated as "REMIC I." Five partial undivided
beneficial ownership interests in each of the Mortgage Loans and
669 partial undivided beneficial ownership interests, each
representing an interest in one Mortgage Loan equal to the Pool
Strip Rate (as defined herein) for such Mortgage Loan (the
"Uncertificated REMIC I Regular Interests"), will represent
ownership of "regular interests" in REMIC I and the Class R-I
Certificates will be the sole class of "residual interests" in
REMIC I, for purposes of the REMIC Provisions (as defined herein)
under federal income tax law. A segregated pool of assets
consisting of the Uncertificated REMIC I Regular Interests will
be
designated as "REMIC II," and the Master Servicer will make a
separate REMIC election with respect thereto. The Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-8,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3
and Class B-4 Certificates and Class A-7 Component A, Class A-7
Component B, Class A-7 Component C, Class A-7 Component D, Class
A-7 Component E, Class A-7 Component F and Class A-7 Component G
and the Uncertificated REMIC II Regular Interests will represent
ownership of "regular interests" in REMIC II, and the Class R-II
Certificates will be the sole class of "residual interests"
therein for purposes of the REMIC Provisions (as defined herein)
under federal income tax law. The Class A-9 Certificates will
represent the entire beneficial ownership interest in the
Uncertificated REMIC II Regular Interests.
The following table sets forth the designation, type,
Pass-Through Rate, aggregate Initial Certificate Principal
Balance, Maturity Date, initial ratings and certain features for
each Class of Certificates comprising the interests in the Trust
Fund created hereunder.
Designation Type Pass-Through Aggregate Initial
Rate Certificate
Principal
Balance
Class A-1 Senior 7.65% $ 34,803,800.00
Class A-2 Senior 7.95% $ 40,142,000.00
Class A-3 Senior 8.10% $ 9,521,000.00
Class A-4 Senior 8.50% $ 3,868,000.00
Class A-5 Senior 8.50% $ 6,539,387.00
Class A-6 Senior 8.50% $ 16,968,000.00
Class A-7 Senior See Below $ 64,384,584.53
Class A-8 Senior 8.50% $ 0.00
Class A-9 Senior Variable Rate $ 0.00
Class R-I Senior 8.50% $ 100.00
Class R-II Senior 8.50% $ 100.00
Class M-1 Mezzanine 8.50% $ 4,724,582.00
Class M-2 Mezzanine 8.50% $ 2,834,750.00
Class M-3 Mezzanine 8.50% $ 2,362,291.00
Class B-1 Subordinate 8.50% $ 944,916.00
Class B-2 Subordinate 8.50% $ 566,950.00
Class B-3 Subordinate 8.50% $ 377,967.00
Class B-4 Subordinate 8.50% $ 944,921.62
Designation Features Maturity Initial Ratings
Date S&P Fitch
Class A-1 PACI April 25,2025 AAA AAA
Class A-2 PACI April 25,2025 AAA AAA
Class A-3 PACI April 25,2025 AAA AAA
Class A-4 PACI April 25,2025 AAA AAA
Class A-5 Accretion Directed/ April 25,2025 AAA AAA
Comparison
Class A-6 Accretion Directed September 25, AAA AAA
2004
Class A-7 See Below April 25,2025 AAA AAA
Class A-8 PACI Strip April 25,2025 AAA AAA
Class A-9 Stripped Interests April 25,2025 AAA AAA
Class R-I Residual April 25,2025 AAA AAA
Class R-II Residual April 25,2025 AAA AAA
Class M-1 Mezzanine April 25,2025 N/A AA
Class M-2 Mezzanine April 25,2025 N/A A
Class M-3 Mezzanine April 25,2025 N/A BBB
Class B-1 Subordinate April 25,2025 N/A BB
Class B-2 Subordinate April 25,2025 N/A B
Class B-3 Subordinate April 25,2025 N/A N/A
Class B-4 Subordinate April 25,2025 N/A N/A
The Class A-7 Certificates are comprised of seven
components having the following designation, interest rate,
initial amounts and features:
Designation Interest Rate Initial Amount Features
Class A-7/ 8.50% $ 16,148,000.00 PACI
Component A
Class A-7/ 8.50% $ 11,289,000.00 PACII
Component B
Class A-7/ 8.50% $ 22,437,000.00 Accretion
Directed/
Component C TAC
Class A-7/ 8.50% $ 0.00 PACI Strip
Component D
Class A-7/ 0% $ 603,584.53 Principal Only
Component E
Class A-7/ Variable Rate $ 0.00 Stripped
Interests
Component F
Class A-7/ 8.50% $ 13,907,000.00 Accrual/Companion
Component G
The Mortgage Loans have an aggregate Cut-off Date
Principal Balance equal to $188,983,349.15. The Mortgage Loans
are fixed rate mortgage loans having terms to maturity at
origination or modification of not more than 30 years.
In consideration of the mutual agreements herein
contained, the Company, the Master Servicer and the Trustee agree
as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have
the
meanings specified in this Article.
Accretion Directed Certificates: Any Class A-6
Certificate.
Accretion Directed Companion Certificates: Any Class
A-5 Certificate.
Accretion Termination Date: With respect to Class A-7
Component G, the earlier to occur of (i) the Distribution Date on
which the Certificate Principal Balances of the Class A-5 and
Class A-6 Certificates and the amount of Class A-7 Component C
have been reduced to zero and (ii) the Credit Support Depletion
Date.
Accrual Distribution Amount: As defined in Section
4.02(a)(ii)(Y)(E).
Accrued Certificate Interest: With respect to each
Distribution Date, as to any Class A Certificate (other than the
Class A-7, Class A-8 and Class A-9 Certificates), any Class M
Certificate, any Class B Certificate or any Class R Certificate,
one month's interest accrued at the related Pass-Through Rate on
the Certificate Principal Balance thereof immediately prior to
such Distribution Date. With respect to each Distribution Date,
as to the Class A-7 Certificates, (i) in the case of Class A-7
Component A, Class A-7 Component B, Class A-7 Component C and
Class A-7 Component G, one month's interest accrued on the amount
of each such component at a rate of 8.50% per annum, (ii) in the
case of Class A-7 Component D, one month's interest accrued on
the
related Notional Amount at a rate of 8.50% per annum, (iii) in
the
case of Class A-7 Component F, one month's interest accrued on
the
related Notional Amount at the weighted average of the Pool Strip
Rates on each of the Mortgage Loans as of the Due Date in the
month preceding the month in which such Distribution Date occurs
weighted on the basis of the respective Stated Principal Balances
of such Mortgage Loans, which Stated Principal Balances shall be
the Stated Principal Balances of such Mortgage Loans at the close
of business on the immediately preceding Distribution Date after
giving effect to the distributions thereon allocable to principal
(or, in the case of the rate of interest for the initial
Distribution Date, at the close of business on the Cut-off Date),
and (iv) Class A-7 Component E does not accrue, and is not
entitled to any distributions in respect of, interest. With
respect to each Distribution Date, as to the Class A-8 and Class
A-9 Certificates, one month's interest accrued at the related
Pass-Through Rate on the related Notional Amount thereof.
Accrued
Certificate Interest will be calculated on the basis of a 360-day
year consisting of twelve 30-day months. In each case Accrued
Certificate Interest on any Class of Certificates or Components
will be reduced by the amount of (i) Prepayment Interest
Shortfalls (to the extent not offset by the Master Servicer with
a
payment of Compensating Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate) of
Realized Losses (including Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses)
not allocated solely to one or more specific Classes of
Certificates pursuant to Section 4.05, (iii) the interest portion
of Advances previously made with respect to a Mortgage Loan or
REO
Property which remained unreimbursed following the Cash
Liquidation or REO Disposition of such Mortgage Loan or REO
Property that were made with respect to delinquencies that were
ultimately determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses
and
(iv) any other interest shortfalls not covered by the
subordination provided by the Class M Certificates and Class B
Certificates, including interest that is not collectible from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act
of 1940, as amended, or similar legislation or regulations as in
effect from time to time, with all such reductions allocated
among
all of the Certificates in proportion to their respective amounts
of Accrued Certificate Interest which would have resulted absent
such reductions. With respect to the Class A-7 Certificates on
each Distribution Date that occurs prior to the Accretion
Termination Date, interest shortfalls allocable to Class A-7
Component G on such Distribution Date will be so allocated by
reducing the amount that is added to the Certificate Principal
Balance thereof in respect of Accrued Certificate Interest
pursuant to Section 4.02(d). In addition to that portion of the
reductions described in the second preceding sentence that are
allocated to any Class of Class B Certificates or any Class of
Class M Certificates, Accrued Certificate Interest on such Class
of Class B Certificates or such Class of Class M Certificates
will
be reduced by the interest portion (adjusted to the Net Mortgage
Rate) of Realized Losses that are allocated solely to such Class
of Class B Certificates or such Class of Class M Certificates
pursuant to Section 4.05.
Adjusted Mortgage Rate: With respect to any Mortgage
Loan and any date of determination, the Mortgage Rate borne by
the
related Mortgage Note, less the rate at which the related
Subservicing Fee accrues.
Adjusted Senior Principal Distribution Amount: As
defined in Section 4.02(b)(ii).
Advance: As to any Mortgage Loan, any advance made by
the Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other
Person controlling, controlled by or under common control with
such first Person. For the purposes of this definition,
"control"
means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the
foregoing.
Agreement: This Pooling and Servicing Agreement and
all amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any
Distribution Date, the total of the amounts held in the Custodial
Account at the close of business on the preceding Determination
Date on account of (i) Liquidation Proceeds, Insurance Proceeds,
Principal Prepayments, Mortgage Loan purchases made pursuant to
Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of
such Distribution Date (other than such Liquidation Proceeds,
Insurance Proceeds and purchases of Mortgage Loans that the
Master
Servicer has deemed to have been received in the preceding month
in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the related Due
Date.
Appraised Value: As to any Mortgaged Property, the
lesser of (i) the appraised value of such Mortgaged Property
based
upon the appraisal made at the time of the origination of the
related Mortgage Loan, and (ii) the sales price of the Mortgaged
Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage
Loan
as to which it is either the appraised value determined above or
the appraised value determined in an appraisal at the time of
refinancing or modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect of record the sale of the Mortgage
Loan to the Trustee for the benefit of Certificateholders, which
assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering Mortgages
secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that
effect.
Assignment Agreement: The Assignment and Assumption
Agreement, dated as of April 28, 1995, between Residential
Funding
and the Company relating to the transfer and assignment of the
Mortgage Loans.
Assignment of Proprietary Lease: With respect to a
Cooperative Loan, the assignment of the related Cooperative Lease
from the Mortgagor to the originator of the Cooperative Loan.
Available Distribution Amount: As to any Distribution
Date, an amount equal to (a) the sum of (i) the amount relating
to
the Mortgage Loans on deposit in the Custodial Account as of the
close of business on the immediately preceding Determination Date
and amounts deposited in the Custodial Account in connection with
the substitution of Qualified Substitute Mortgage Loans, (ii) the
amount of any Advance made on the immediately preceding
Certificate Account Deposit Date, (iii) any amount deposited in
the Custodial Account pursuant to Section 3.12(a) and (iv) any
amount deposited in the Certificate Account pursuant to Section
4.07, reduced by (b) the sum as of the close of business on the
immediately preceding Determination Date of (w) aggregate
Foreclosure Profits, (x) the Amount Held for Future Distribution,
and (y) amounts permitted to be withdrawn by the Master Servicer
from the Custodial Account in respect of the Mortgage Loans
pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination
prior to the first anniversary of the Cut-off Date, an amount
equal to the excess, if any, of (A) $141,184 over (B) the
aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section
4.05. As of any date of determination on or after the first
anniversary of the Cut-off Date, an amount equal to the excess,
if
any, of (1) the lesser of (a) the Bankruptcy Amount calculated as
of the close of business on the Business Day immediately
preceding
the most recent anniversary of the Cut-off Date coinciding with
or
preceding such date of determination (or, if such date of
determination is an anniversary of the Cut-off Date, the Business
Day immediately preceding such date of determination) (for
purposes of this definition, the "Relevant Anniversary") and (b)
the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the Mortgage
Pool as of the Relevant Anniversary having a Loan-to-Value
Ratio at origination which exceeds 75% and (ii) $100,000;
and (B) the greater of (i) the product of (x) an amount
equal to the largest difference in the related Monthly
Payment for any Non-Primary Residence Loan remaining in the
Mortgage Pool which had an original Loan-to-Value Ratio of
80% or greater that would result if the Net Mortgage Rate
thereof was equal to the weighted average (based on the
principal balance of the Mortgage Loans as of the Relevant
Anniversary) of the Net Mortgage Rates of all Mortgage Loans
as of the Relevant Anniversary less 1.25% per annum, (y) a
number equal to the weighted average remaining term to
maturity, in months, of all Non-Primary Residence Loans
remaining in the Mortgage Pool as of the Relevant
Anniversary, and (z) one plus the quotient of the number of
all Non-Primary Residence Loans remaining in the Mortgage
Pool divided by the total number of Outstanding Mortgage
Loans in the Mortgage Pool as of the Relevant Anniversary,
and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated
solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the
Master Servicer (including accelerating the manner in which such
coverage is reduced) provided that prior to any such reduction,
the Master Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the
rating
assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency
and
(ii) provide a copy of such written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as
amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction; provided, however,
that neither a Deficient Valuation nor a Debt Service Reduction
shall be deemed a Bankruptcy Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding
the related Mortgage Loan and either (A) the related Mortgage
Loan
is not in default with regard to payments due thereunder or (B)
delinquent payments of principal and interest under the related
Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the
Master Servicer or a Subservicer, in either case without giving
effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in
the name of the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a
Sunday or (ii) a day on which banking institutions in the State
of
New York, the State of Michigan, the State of California or the
State of Illinois (and such other state or states in which the
Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to
be closed.
Buydown Funds: Any amount contributed by the seller
of a Mortgaged Property, the Company or other source in order to
enable the Mortgagor to reduce the payments required to be made
from the Mortgagor's funds in the early years of a Mortgage Loan.
Buydown Funds are not part of the Trust Fund prior to deposit
into
the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which
a specified amount of interest is paid out of related Buydown
Funds in accordance with a related buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan
other than a Mortgage Loan as to which an REO Acquisition
occurred, a determination by the Master Servicer that it has
received all Insurance Proceeds, Liquidation Proceeds and other
payments or cash recoveries which the Master Servicer reasonably
and in good faith expects to be finally recoverable with respect
to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M
Certificate, Class B Certificate or Class R Certificate.
Certificate Account: The account or accounts created
and maintained pursuant to Section 4.01, which shall be entitled
"The First National Bank of Chicago, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 1995-S3" and
which must be an Eligible Account.
Certificate Account Deposit Date: As to any
Distribution Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name
a Certificate is registered in the Certificate Register, except
that neither a Disqualified Organization nor a Non-United States
Person shall be a holder of a Class R-I or R-II Certificate for
purposes hereof and, solely for the purpose of giving any consent
or direction pursuant to this Agreement, any Certificate, other
than a Class R-I or R-II Certificate, registered in the name of
the Company, the Master Servicer or any Subservicer or any
Affiliate thereof shall be deemed not to be outstanding and the
Percentage Interest or Voting Rights evidenced thereby shall not
be taken into account in determining whether the requisite amount
of Percentage Interests or Voting Rights necessary to effect any
such consent or direction has been obtained. All references
herein to "Holders" or "Certificateholders" shall reflect the
rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof,
except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate
is
registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such
Certificate, as reflected on the books of an indirect
participating brokerage firm for which a Depository Participant
acts as agent, if any, and otherwise on the books of a Depository
Participant, if any, and otherwise on the books of the
Depository.
Certificate Principal Balance: With respect to each
Class A Certificate (other than a Class A-8 Certificate or Class
A-9 Certificate) and Class R Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate
Principal Balance of such Certificate as specified on the face
thereof, plus (ii) in the case of each Class A-7 Certificate, an
amount equal to the aggregate Accrued Certificate Interest added
to the amount of Class A-7 Component G on each Distribution Date
on or prior to the Accretion Termination Date pursuant to Section
4.02(d), minus (iii) the sum of (x) the aggregate of all amounts
previously distributed with respect to such Certificate (or any
predecessor Certificate) and applied to reduce the Certificate
Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance
deemed to have occurred in connection with Realized Losses which
were previously allocated to such Certificate (or any predecessor
Certificate) pursuant to Section 4.05. With respect to each
Class
M Certificate, on any date of determination, an amount equal to
(i) the Initial Certificate Principal Balance of such Class M
Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance thereof
pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that if the Certificate
Principal Balances of the Class B Certificates have been reduced
to zero, the Certificate Principal Balance of each Class M
Certificate of those Class M Certificates outstanding with the
highest numerical designation at any given time shall thereafter
be calculated to equal the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate
Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. With respect to each Class B
Certificate, on any date of determination, an amount equal to (i)
the Initial Certificate Principal Balance of such Class B
Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance thereof
pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that the Certificate
Principal
Balance of each Class B Certificate of those Class B Certificates
outstanding with the highest numerical designation at any given
time shall be calculated to equal the Percentage Interest
evidenced by such Certificate times the excess, if any, of (A)
the
then aggregate Stated Principal Balance of the Mortgage Loans
over
(B) the then aggregate Certificate Principal Balance of all other
Classes of Certificates then outstanding. The Class A-8
Certificates and Class A-9 Certificates have no Certificate
Principal Balance.
Certificate Register and Certificate Registrar: The
register maintained and the registrar appointed pursuant to
Section 5.02.
Class: Collectively, all of the Certificates bearing
the same designation.
Class A Certificate: Any one of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8 or Class A-9 Certificates, executed by the Trustee and
authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit A, each such Certificate (other
than the Class A-7 and Class A-9 Certificates) evidencing an
interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions. The Class A-9 Certificates
will
represent the entire beneficial ownership interest in the
Uncertificated REMIC II Regular Interests.
Class A-7 Component A: With respect to the Class A-7
Certificates, on any date of determination, an amount equal to
(i)
$16,148,000 minus (ii) the sum of (x) the aggregate of all
amounts
previously distributed with respect to the Class A-7 Certificates
and applied to reduce Class A-7 Component A pursuant to Section
4.02(b), and (y) the aggregate of all reductions in Class A-7
Component A deemed to have occurred in connection with Realized
Losses which were previously allocated to Class A-7 Component A
pursuant to Section 4.05.
Class A-7 Component B: With respect to the Class A-7
Certificates, on any date of determination, an amount equal to
(i)
$11,289,000 minus (ii) the sum of (x) the aggregate of all
amounts
previously distributed with respect to the Class A-7 Certificates
and applied to reduce Class A-7 Component B pursuant to Section
4.02(b), and (y) the aggregate of all reductions in Class A-7
Component B deemed to have occurred in connection with Realized
Losses which were previously allocated to Class A-7 Component B
pursuant to Section 4.05.
Class A-7 Component C: With respect to the Class A-7
Certificates, on any date of determination, an amount equal to
(i)
$22,437,000 minus (ii) the sum of (x) the aggregate of all
amounts
previously distributed with respect to the Class A-7 Certificates
and applied to reduce Class A-7 Component C pursuant to Section
4.02(b), and (y) the aggregate of all reductions in Class A-7
Component C deemed to have occurred in connection with Realized
Losses which were previously allocated to Class A-7 Component C
pursuant to Section 4.05.
Class A-7 Component D: With respect to the Class A-7
Certificates, the Component D thereof having a Notional Amount as
set forth in this Agreement and entitled to distributions of
interest (but not principal) to the extent set forth in this
Agreement.
Class A-7 Component E: With respect to the Class A-7
Certificates, on any date of determination, an amount equal to
(i)
$603,584.53 minus (ii) the sum of (x) the aggregate of all
amounts
previously distributed with respect to the Class A-7 Certificates
and applied to reduce Class A-7 Component E pursuant to Section
4.02(b), and (y) the aggregate of all reductions in Class A-7
Component E deemed to have occurred in connection with Realized
Losses which were previously allocated to Class A-7 Component E
pursuant to Section 4.05.
Class A-7 Component E Collection Shortfall: With
respect to the Final Disposition of a Discount Mortgage Loan and
any Distribution Date, the excess of the amount described in
Section 4.02(b)(i)(C)(1) over the amount described in Section
4.02(b)(i)(C)(2).
Class A-7 Component E Principal Distribution Amount:
As defined in Section 4.02(b)(i).
Class A-7 Component F: With respect to the Class A-7
Certificates, the uncertificated partial undivided beneficial
ownership interest in REMIC II, which has no principal balance
and
which bears interest at a rate equal to 14% of the Uncertificated
REMIC I Regular Interest Z Pool Strip Rates, based on the
Uncertificated Notional Amount of the related Uncertificated
REMIC
I Regular Interest Z.
Class A-7 Component G: With respect to the Class A-7
Certificates, on any date of determination, an amount equal to
(i)
$13,907,000 plus (ii) an amount equal to the aggregate Accrued
Certificate Interest added to the amount of Class A-7 Component G
on each Distribution Date on or prior to the Accretion
Termination
Date pursuant to Section 4.02(d), minus (iii) the sum of (x) the
aggregate of all amounts previously distributed with respect to
the Class A-7 Certificates and applied to reduce Class A-7
Component G pursuant to Section 4.02(b), and (y) the aggregate of
all reductions in Class A-7 Component G deemed to have occurred
in
connection with Realized Losses which were previously allocated
to
Class A-7 Component G pursuant to Section 4.05.
Class B Certificate: Any one of the Class B-1
Certificates, Class B-2 Certificates, Class B-3 Certificates or
Class B-4 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed
hereto as Exhibit C and evidencing an interest designated as a
"regular interest" in the Trust Fund for purposes of the REMIC
Provisions.
Class B Percentage: The Class B-1 Percentage, Class
B-2 Percentage, Class B-3 Percentage and Class B-4 Percentage.
Class B-1 Percentage: With respect to any
Distribution Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class B-1 Certificates immediately prior to such date and
the denominator of which is the aggregate Stated Principal
Balance
of all of the Mortgage Loans (or related REO Properties) (other
than the related Discount Fraction of each Discount Mortgage
Loan)
immediately prior to such Distribution Date.
Class B-1 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be satisfied
if the fraction (expressed as a percentage) equal to the sum of
the Certificate Principal Balances of the Class B-1 Certificates,
Class B-2 Certificates, Class B-3 Certificates and Class B-4
Certificates immediately prior to such Distribution Date divided
by the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 1.50%.
Class B-2 Percentage: With respect to any
Distribution Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class B-2 Certificates immediately prior to such date and
the denominator of which is the aggregate Stated Principal
Balance
of all of the Mortgage Loans (or related REO Properties) (other
than the related Discount Fraction of each Discount Mortgage
Loan)
immediately prior to such Distribution Date.
Class B-2 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be satisfied
if the fraction (expressed as a percentage) equal to the sum of
the Certificate Principal Balances of the Class B-2 Certificates,
Class B-3 Certificates and Class B-4 Certificates immediately
prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is
greater
than or equal to 1.00%.
Class B-3 Percentage: With respect to any
Distribution Date, a fraction expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class B-3 Certificates immediately prior to such date and
the denominator of which is the aggregate Stated Principal
Balance
of all the Mortgage Loans (or related REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class B-3 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be satisfied
if the fraction (expressed as a percentage) equal to the sum of
the Certificate Principal Balances of the Class B-3 Certificates
and Class B-4 Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior
to such Distribution Date is greater than or equal to 0.70%.
Class B-4 Percentage: With respect to any
Distribution Date, a fraction expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class B-4 Certificates immediately prior to such date and
the denominator of which is the aggregate Stated Principal
Balance
of all the Mortgage Loans (or related REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class B-4 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be satisfied
if the fraction (expressed as a percentage) equal to the
aggregate
Certificate Principal Balance of the Class B-4 Certificates
immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans
(or related REO Properties) immediately prior to such
Distribution
Date is greater than or equal to 0.50%.
Class M Certificate: Any one of the Class M-1
Certificates, Class M-2 Certificates or Class M-3 Certificates
executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B
and evidencing an interest designated as a "regular interest" in
the Trust Fund for purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class
M-2 Percentage and Class M-3 Percentage.
Class M-1 Percentage: With respect to any
Distribution Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class M-1 Certificates immediately prior to such date and
the denominator of which is the aggregate Stated Principal
Balance
of all of the Mortgage Loans (or related REO Properties) (other
than the related Discount Fraction of each Discount Mortgage
Loan)
immediately prior to such Distribution Date.
Class M-2 Percentage: With respect to any
Distribution Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class M-2 Certificates immediately prior to such date and
the denominator of which is the aggregate Stated Principal
Balance
of all of the Mortgage Loans (or related REO Properties) (other
than the related Discount Fraction of each Discount Mortgage
Loan)
immediately prior to such Distribution Date.
Class M-2 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be satisfied
if the fraction (expressed as a percentage) equal to the sum of
the Certificate Principal Balances of the Class M-2 Certificates,
Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates and Class B-4 Certificates
immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans
(or related REO Properties) immediately prior to such
Distribution
Date is greater than or equal to 4.25%.
Class M-3 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class
M-3 Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) (other than
the related Discount fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class M-3 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be satisfied
if the fraction (expressed as a percentage) equal to the sum of
the Certificate Principal Balances of the Class M-3 Certificates,
Class B-1 Certificates, Class B-2 Certificates, Class B-3
Certificates and Class B-4 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or
equal to 2.75%.
Class R Certificate: Any one of the Class R-I
Certificates or Class R-II Certificates.
Class R-I Certificate: Any one of the Class R-I
Certificates executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as
Exhibit D and evidencing an interest designated as a "residual
interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II
Certificates executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as
Exhibit D and evidencing an interest designated as a "residual
interest" in REMIC II for purposes of the REMIC Provisions.
Closing Date: April 28, 1995.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any
Distribution Date, an amount equal to Prepayment Interest
Shortfalls resulting from Principal Prepayments in Full during
the
related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the
Mortgage Loans immediately preceding such Distribution Date and
(b) the sum of the Servicing Fee, all income and gain on amounts
held in the Custodial Account and the Certificate Account and
payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master
Servicer may be entitled pursuant to Section 3.10(a)(v) and (vi);
provided that for purposes of this definition the amount of the
Servicing Fee will not be reduced pursuant to Section 7.02 except
as may be required pursuant to the last sentence of such Section.
Component: Any of Class A-7 Component A, Class A-7
Component B, Class A-7 Component C, Class A-7 Component D, Class
A-7 Component E, Class A-7 Component F and Class A-7 Component G.
Cooperative: A private, cooperative housing
corporation organized under the laws of, and headquartered in,
the
State of New York which owns or leases land and all or part of a
building or buildings located in the State of New York, including
apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other
things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-
dwelling building owned or leased by a Cooperative, which unit
the
Mortgagor has an exclusive right to occupy pursuant to the terms
of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative
Loan, the proprietary lease or occupancy agreement with respect
to
the Cooperative Apartment occupied by the Mortgagor and relating
to the related Cooperative Stock, which lease or agreement
confers
an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in
respect of a Cooperative Apartment, evidenced by a Mortgage Note
and secured by (i) a Security Agreement, (ii) the related
Cooperative Stock Certificate, (iii) an assignment of the
Cooperative Lease, (iv) financing statements and (v) a stock
power
(or other similar instrument), and ancillary thereto, a
recognition agreement between the Cooperative and the originator
of the Cooperative Loan, each of which was transferred and
assigned to the Trustee pursuant to Section 2.01 and are from
time
to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative
Loan, the single outstanding class of stock, partnership interest
or other ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a
Cooperative Loan, the stock certificate or other instrument
evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the
Trustee at which at any particular time its corporate trust
business with respect to this Agreement shall be administered,
which office at the date of the execution of this instrument is
located at One First National Plaza, Suite 0126, Chicago,
Illinois
60670-0126, Attention: Residential Funding Corporation Series
1995-S3.
Credit Support Depletion Date: The first Distribution
Date on which the Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a
Mortgagor which is not a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts
created and maintained pursuant to Section 3.07 in the name of a
depository institution, as custodian for the holders of the
Certificates, for the holders of certain other interests in
mortgage loans serviced or sold by the Master Servicer and for
the
Master Servicer, into which the amounts set forth in Section 3.07
shall be deposited directly. Any such account or accounts shall
be an Eligible Account.
Custodial Agreement: An agreement that may be entered
into among the Company, the Master Servicer, the Trustee and a
Custodian in substantially the form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a
Custodial Agreement.
Cut-off Date: April 1, 1995.
Cut-off Date Principal Balance: As to any Mortgage
Loan, the unpaid principal balance thereof at the Cut-off Date
after giving effect to all installments of principal due on or
prior thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage
Loan, a reduction in the scheduled Monthly Payment for such
Mortgage Loan by a court of competent jurisdiction in a
proceeding
under the Bankruptcy Code, except such a reduction constituting a
Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage
Loan, a valuation by a court of competent jurisdiction of the
Mortgaged Property in an amount less than the then outstanding
indebtedness under the Mortgage Loan, or any reduction in the
amount of principal to be paid in connection with any scheduled
Monthly Payment that constitutes a permanent forgiveness of
principal, which valuation or reduction results from a proceeding
under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully
registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to
be replaced with a Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any
successor Depository hereafter named. The nominee of the initial
Depository for purposes of registering those Certificates that
are
to be Book-Entry Certificates is Cede & Co. The Depository shall
at all times be a "clearing corporation" as defined in Section 8-
102(3) of the Uniform Commercial Code of the State of New York
and
a "clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or
other financial institution or other Person for whom from time to
time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original
of which was permanently lost or destroyed and has not been
replaced.
Determination Date: With respect to any Distribution
Date, the 20th day (or if such 20th day is not a Business Day,
the
Business Day immediately following such 20th day) of the month of
the related Distribution Date.
Discount Fraction: With respect to each Discount
Mortgage Loan, the fraction expressed as a percentage, the
numerator of which is 8.50% minus the Net Mortgage Rate (or the
initial Net Mortgage Rate with respect to any Discount Mortgage
Loans as to which the Mortgage Rate is modified pursuant to
3.07(a)) for such Mortgage Loan and the denominator of which is
8.50%. The Discount Fraction with respect to each Discount
Mortgage Loan is set forth on Exhibit Q attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a
Net Mortgage Rate (or the initial Net Mortgage Rate) of less than
8.50% and any Mortgage Loan deemed to be a Discount Mortgage Loan
pursuant to the definition of Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined
as a "disqualified organization" under Section 860E(e)(5) of the
Code, which includes any of the following: (i) the United
States,
any State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation
if
all of its activities are subject to tax and, except for the
FHLMC, a majority of its board of directors is not selected by
such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain
farmers' cooperatives described in Section 521 of the Code) which
is exempt from the tax imposed by Chapter 1 of the Code
(including
the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code and (v) any other
Person so designated by the Trustee based upon an Opinion of
Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause REMIC I, REMIC II or any
Person having an Ownership Interest in any Class of Certificates
(other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but
for
the Transfer of an Ownership Interest in a Class R Certificate to
such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month
beginning in the month immediately following the month of the
initial issuance of the Certificates or, if such 25th day is not
a
Business Day, the Business Day immediately following such 25th
day.
Due Date: With respect to any Distribution Date, the
first day of the month in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date,
the period commencing on the second day of the month preceding
the
month of such Distribution Date and ending on the related Due
Date.
Eligible Account: An account that is any of the
following: (i) maintained with a depository institution the debt
obligations of which have been rated by each Rating Agency in its
highest rating available, or (ii) an account or accounts in a
depository institution in which such accounts are fully insured
to
the limits established by the FDIC, provided that any deposits
not
so insured shall, to the extent acceptable to each Rating Agency,
as evidenced in writing, be maintained such that (as evidenced by
an Opinion of Counsel delivered to the Trustee and each Rating
Agency) the registered Holders of Certificates have a claim with
respect to the funds in such account or a perfected first
security
interest against any collateral (which shall be limited to
Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository
institution with which such account is maintained, or (iii) in
the
case of the Custodial Account, either (A) a trust account or
accounts maintained in the corporate trust department of The
First
National Bank of Chicago or (B) an account or accounts maintained
in the corporate asset services department of The First National
Bank of Chicago, as long as its short term debt obligations are
rated P-1 (or the equivalent) or better by each Rating Agency and
its long term debt obligations are rated A2 (or the equivalent)
or
better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in
the
corporate trust division of The First National Bank of Chicago,
or
(v) an account or accounts of a depository institution acceptable
to each Rating Agency (as evidenced in writing by each Rating
Agency that use of any such account as the Custodial Account or
the Certificate Account will not reduce the rating assigned to
any
Class of Certificates by such Rating Agency below the lower of
the
then-current rating or the rating assigned to such Certificates
as
of the Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date means the
portion, if any, of the Available Distribution Amount remaining
after reduction by the sum of (i) the aggregate amount of Accrued
Certificate Interest on the Class A and Class R Certificates,
(ii) the Senior Principal Distribution Amount (determined without
regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-7
Component E Principal Distribution Amount (determined without
regard to Section 4.02(b)(i)(E) hereof) and (iv) the aggregate
amount of Accrued Certificate Interest on the Class M and Class B
Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or
portion thereof, which exceeds the then applicable Bankruptcy
Amount.
Excess Fraud Loss: Any Fraud Loss, or portion
thereof, which exceeds the then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss,
or portion thereof, that exceeds the then applicable Special
Hazard Amount.
Excess Subordinate Principal Amount: With respect to
any Distribution Date on which the Certificate Principal Balance
of the most subordinate class or classes of Certificates (as
established in Section 4.05 hereof) then outstanding is to be
reduced to zero and on which Realized Losses are to be allocated
to such class or classes, the amount, if any, by which (i) the
amount that would otherwise be distributable in respect of
principal on such class or classes of Certificates on such
Distribution Date as reduced by the amount calculated pursuant to
Section 4.02(b)(i)(E) hereof is greater than (ii) the excess, if
any, of the Certificate Principal Balance of such class or
classes
of Certificates immediately prior to such Distribution Date over
the aggregate amount of Realized Losses to be allocated to such
classes of Certificates on such Distribution Date.
Extraordinary Events: Any of the following conditions
with respect to a Mortgaged Property or Mortgage Loan causing or
resulting in a loss which causes the liquidation of such Mortgage
Loan:
(a) losses that are of the type that would be
covered by the fidelity bond and the errors and omissions
insurance policy required to be maintained pursuant to
Section 3.12(b) but are in excess of the coverage maintained
thereunder;
(b) nuclear reaction or nuclear radiation or
radioactive contamination, all whether controlled or
uncontrolled, and whether such loss be direct or indirect,
proximate or remote or be in whole or in part caused by,
contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or
war, including action in hindering, combatting or defending
against an actual, impending or expected attack:
1. by any government or sovereign power, de
jure or de facto, or by any authority maintaining or
using military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government,
power, authority or forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil
war, usurped power or action taken by governmental authority
in hindering, combatting or defending against such an
occurrence, seizure or destruction under quarantine or
customs regulations, confiscation by order of any government
or public authority; or risks of contraband or illegal
transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage
Loan caused by or resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any
successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and
existing under Title III of the Emergency Home Finance Act of
1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on
which the final distribution in respect of the Certificates will
be made pursuant to Section 9.01 which Final Distribution Date
shall in no event be later than the end of the 90-day liquidation
period described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its successor
in interest.
FNMA: Federal National Mortgage Association, a
federally chartered and privately owned corporation organized and
existing under the Federal National Mortgage Association Charter
Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or
related Determination Date and any Mortgage Loan, the excess, if
any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds
(net of all amounts reimbursable therefrom pursuant to Section
3.10(a)(ii)) in respect of each Mortgage Loan or REO Property for
which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal
balance of such Mortgage Loan or REO Property (determined, in the
case of an REO Disposition, in accordance with Section 3.14) plus
accrued and unpaid interest at the Mortgage Rate on such unpaid
principal balance from the Due Date to which interest was last
paid by the Mortgagor to the first day of the month following the
month in which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination
after the Cut-off Date, an amount equal to: (Y) prior to the
first
anniversary of the Cut-off Date an amount equal to 2.00% of the
aggregate outstanding principal balance of all of the Mortgage
Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05 since the Cut-off
Date up to such date of determination and (Z) from the first to
the fifth anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most recent
anniversary of the Cut-off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of
the most recent anniversary of the Cut-off Date minus (2) the
Fraud Losses allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05 since the most
recent
anniversary of the Cut-off Date up to such date of determination.
On and after the fifth anniversary of the Cut-off Date the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the
Master Servicer (including accelerating the manner in which such
coverage is reduced) provided that prior to any such reduction,
the Master Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the
rating
assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency
and
(ii) provide a copy of such written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which
there was fraud in the origination of such Mortgage Loan.
Independent: When used with respect to any specified
Person, means such a Person who (i) is in fact independent of the
Company, the Master Servicer and the Trustee, or any Affiliate
thereof, (ii) does not have any direct financial interest or any
material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is
not connected with the Company, the Master Servicer or the
Trustee
as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
Initial Certificate Principal Balance: With respect
to each Class of Certificates, the Certificate Principal Balance
of such Class of Certificates as of the Cut-off Date as set forth
in the Preliminary Statement hereto.
Insurance Proceeds: Proceeds paid in respect of the
Mortgage Loans pursuant to any Primary Insurance Policy or any
other related insurance policy covering a Mortgage Loan, to the
extent such proceeds are payable to the mortgagee under the
Mortgage, any Subservicer, the Master Servicer or the Trustee and
are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing
mortgage loans held for its own account.
Insurer: Any named insurer under any Primary
Insurance Policy or any successor thereto or the named insurer in
any replacement policy.
Late Collections: With respect to any Mortgage Loan,
all amounts received during any Due Period, whether as late
payments of Monthly Payments or as Insurance Proceeds,
Liquidation
Proceeds or otherwise, which represent late payments or
collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance
Proceeds) received by the Master Servicer in connection with the
taking of an entire Mortgaged Property by exercise of the power
of
eminent domain or condemnation or in connection with the
liquidation of a defaulted Mortgage Loan through trustee's sale,
foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction,
expressed as a percentage, the numerator of which is the current
principal balance of the related Mortgage Loan at the date of
determination and the denominator of which is the Appraised Value
of the related Mortgaged Property.
Maturity Date: The latest possible maturity date,
solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury
regulations, by which the Certificate Principal Balance of each
Class of Certificates representing a regular interest in REMIC II
and the Uncertificated Principal Balance of each Uncertificated
REMIC I Regular Interest (other than each Uncertificated REMIC I
Regular Interest Z) would be reduced to zero, which is April 25,
2025, the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan. The Maturity Date
for each Uncertificated REMIC I Regular Interest Z and
Uncertificated REMIC II Regular Interest is the maturity date for
the related Mortgage Loan.
Monthly Payment: With respect to any Mortgage Loan
(including any REO Property) and any Due Date, the payment of
principal and interest due thereon in accordance with the
amortization schedule at the time applicable thereto (after
adjustment, if any, for curtailments and for Deficient Valuations
occurring prior to such Due Date but before any adjustment to
such
amortization schedule by reason of any bankruptcy, other than a
Deficient Valuation, or similar proceeding or any moratorium or
similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its
successor in interest.
Mortgage: With respect to each Mortgage Note related
to a Mortgage Loan which is not a Cooperative Loan, the mortgage,
deed of trust or other comparable instrument creating a first
lien
on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in
Section 2.01 pertaining to a particular Mortgage Loan and any
additional documents required to be added to the Mortgage File
pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage
Loans attached hereto as Exhibit F (as amended from time to time
to reflect the addition of Qualified Substitute Mortgage Loans),
which list shall set forth at a minimum the following information
as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC
LOAN #");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY
DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR
NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("STRIP");
(viii) the initial scheduled monthly payment of
principal, if any, and interest ("ORIGINAL
P &
I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL
BAL");
(x) the Loan-to-Value Ratio at origination
("LTV");
(xi) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which the Servicing Fee accrues
("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE,"
indicating that the Mortgage Loan is
secured
by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively
set forth all of the information requested.
Mortgage Loans: Such of the mortgage loans
transferred and assigned to the Trustee pursuant to Section 2.01
as from time to time are held or deemed to be held as a part of
the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified
Substitute Mortgage Loans held or deemed held as part of the
Trust
Fund including, without limitation, (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security Agreement,
Assignment of Proprietary Lease, Cooperative Stock Certificate,
Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a
Cooperative Loan, each related Mortgage Note, Mortgage and
Mortgage File and all rights appertaining thereto.
Mortgage Note: The originally executed note or other
evidence of indebtedness evidencing the indebtedness of a
Mortgagor under a Mortgage Loan, together with any modification
thereto.
Mortgage Rate: As to any Mortgage Loan, the interest
rate borne by the related Mortgage Note, or any modification
thereto.
Mortgaged Property: The underlying real property
securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per
annum rate of interest equal to the Adjusted Mortgage Rate less
the per annum rate at which the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is
not a Discount Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans
designated as secured by second or vacation residences, or by
non-
owner occupied residences, on the Mortgage Loan Schedule.
Non-United States Person: Any Person other than a
United States Person.
Nonrecoverable Advance: Any Advance previously made
or proposed to be made by the Master Servicer in respect of a
Mortgage Loan (other than a Deleted Mortgage Loan) which, in the
good faith judgment of the Master Servicer, will not, or, in the
case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance
Proceeds, Liquidation Proceeds, REO Proceeds or amounts
reimbursable to the Master Servicer pursuant to Section 4.02(a)
hereof.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that,
at the time of reference thereto, is not subject to a
Subservicing
Agreement.
Notional Amount: As of any Distribution Date: with
respect to Class A-7 Component D, an amount equal to 23.904928%
times the sum of (a) 1/10th of the aggregate Certificate
Principal
Balance of the Class A-1 Certificates immediately prior to such
date, (b) 11/170th of the aggregate Certificate Principal Balance
of the Class A-2 Certificates immediately prior to such date and
(c) 4/85th of the aggregate Certificate Principal Balance of the
Class A-3 Certificates immediately prior to such date; with
respect to Class A-7 Component F, an amount equal to fourteen
percent (14%) of the aggregate Certificate Principal Balance of
all Classes of Certificates immediately prior to such date; with
respect to the Class A-8 Certificates, an amount equal to
76.095072% times the sum of (a) 1/10th of the aggregate
Certificate Principal Balance of the Class A-1 Certificates
immediately prior to such date, (b) 11/170th of the aggregate
Certificate Principal Balance of the Class A-2 Certificates
immediately prior to such date and (c) 4/85th of the aggregate
Certificate Principal Balance of the Class A-3 Certificates
immediately prior to such date; and with respect to the Class A-9
Certificates, an amount equal to eighty-six percent (86%) of the
aggregate Certificate Principal Balance of all Classes of
Certificates immediately prior to such date.
Officers' Certificate: A certificate signed by the
Chairman of the Board, the President or a Vice President or
Assistant Vice President, and by the Treasurer, the Secretary, or
one of the Assistant Treasurers or Assistant Secretaries of the
Company or the Master Servicer, as the case may be, and delivered
to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel
acceptable to the Trustee and the Master Servicer, who may be
counsel for the Company or the Master Servicer, provided that any
opinion of counsel (i) referred to in the definition of
"Permitted
Transferee" or (ii) relating to the qualification of the Trust
Fund as a REMIC or compliance with the REMIC Provisions must,
unless otherwise specified, be an opinion of Independent counsel.
Original Senior Percentage: 93.23%, which is the
fraction, expressed as a percentage, the numerator of which is
the
aggregate Initial Certificate Principal Balance of the Class A
Certificates (excluding the amount of Class A-7 Component E) and
Class R Certificates and the denominator of which is the
aggregate
Stated Principal Balance of the Mortgage Loans (other than the
related Discount Fraction of the Discount Mortgage Loans).
Outstanding Mortgage Loan: As to any Due Date, a
Mortgage Loan (including an REO Property) which was not the
subject of a Principal Prepayment in Full, Cash Liquidation or
REO
Disposition and which was not purchased, deleted or substituted
for prior to such Due Date pursuant to Section 2.02, 2.03 or
2.04.
Ownership Interest: As to any Certificate, any
ownership or security interest in such Certificate, including any
interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or
beneficial,
as owner or as pledgee.
PAC Certificate: Any one of the PAC I Certificates or
PAC II Certificates.
PAC I Certificate: Any one of the Class A-1, Class A-
2, Class A-3 or Class A-9 Certificates.
PAC I Component: Class A-7 Component A.
PAC I Principal Amount: As defined in Section
4.02(b)(iii).
PAC II Certificate: Any Class A-4 Certificate.
PAC II Component: Class A-7 Component B.
PAC II Principal Amount: As defined in Section
4.02(b)(iv).
Pass-Through Rate: With respect to the Class A
Certificates (other than the Class A-7 Certificates and Class A-9
Certificates), Class M Certificates, Class B Certificates and
Class R Certificates and any Distribution Date, the per annum
rate
set forth in the Preliminary Statement hereto. With respect to
the Class A-9 Certificates and any Distribution Date, a rate
equal
to the weighted average, expressed as a percentage, of the Pool
Strip Rates of all Mortgage Loans in the Trust Fund as of the Due
Date in the month immediately preceding the month in which such
Distribution Date occurs, weighted on the basis of the respective
Stated Principal Balances of such Mortgage Loans, which Stated
Principal Balances shall be the Stated Principal Balances of such
Mortgage Loans at the close of business on the immediately
preceding Distribution Date after giving effect to the
distributions thereon allocable to principal (or, in the case of
the Pass-Through Rate for the initial Distribution Date, at the
close of business on the Cut-off Date). With respect to the
Class
A-9 Certificates and the initial Distribution Date, the Pass-
Through Rate is equal to 0.5162% per annum.
Paying Agent: The First National Bank of Chicago or
any successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate
(other than a Class A-8, Class A-9, Class R-I or Class R-II
Certificate), the undivided percentage ownership interest in the
related Class evidenced by such Certificate, which percentage
ownership interest shall be equal to the Initial Certificate
Principal Balance thereof divided by the aggregate Initial
Certificate Principal Balance of all of the Certificates of the
same Class. With respect to a Class A-8, Class A-9, Class R-I or
Class R-II Certificate, the interest in distributions to be made
with respect to such Class evidenced thereby, expressed as a
percentage, as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal
and interest by the United States or any agency or
instrumentality thereof when such obligations are backed by
the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified
in clause (i) maturing not more than one month from the date
of acquisition thereof, provided that the unsecured
obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating Agency in
its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits and bankers' acceptances (which
shall each have an original maturity of not more than 90
days and, in the case of bankers' acceptances, shall in no
event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or
trust company incorporated under the laws of the United
States or any state thereof or of any domestic branch of a
foreign depository institution or trust company; provided
that the debt obligations of such depository institution or
trust company (or, if the only Rating Agency is Standard &
Poor's, in the case of the principal depository institution
in a depository institution holding company, debt
obligations of the depository institution holding company)
at the date of acquisition thereof have been rated by each
Rating Agency in its highest short-term rating available;
and provided further that, if the only Rating Agency is
Standard & Poor's and if the depository or trust company is
a principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately
rated, the applicable rating shall be that of the bank
holding company; and, provided further that, if the original
maturity of such short-term obligations of a domestic branch
of a foreign depository institution or trust company shall
exceed 30 days, the short-term rating of such institution
shall be A-1+ in the case of Standard & Poor's if Standard &
Poor's is the Rating Agency;
(iv) commercial paper (having original maturities
of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof
which on the date of acquisition has been rated by each
Rating Agency in its highest short-term rating available;
provided that such commercial paper shall have a remaining
maturity of not more than 30 days;
(v) a money market fund or a qualified investment
fund rated by each Rating Agency in its highest long-term
rating available; and
(vi) other obligations or securities that are
acceptable to each Rating Agency as a Permitted Investment
hereunder and will not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the lower
of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency,
as evidenced in writing;
provided, however, that no instrument shall be a Permitted
Investment if it represents, either (1) the right to receive only
interest payments with respect to the underlying debt instrument
or (2) the right to receive both principal and interest payments
derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument
provide a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations. References
herein
to the highest rating available on unsecured long-term debt shall
mean AAA in the case of Standard & Poor's and Fitch and Aaa in
the
case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt
obligations shall mean A-1 in the case of Standard & Poor's, P-1
in the case of Moody's and either A-1 by Standard & Poor's, P-1
by
Moody's or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R
Certificate, other than a Disqualified Organization or Non-United
States Person.
Person: Any individual, corporation, partnership,
joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or
political subdivision thereof.
Planned Principal Balance: With respect to each Class
of PAC Certificates, the PAC I Component and the PAC II Component
and each Distribution Date, the amount set forth for such Class
or
such Component on such Distribution Date on Exhibit P hereto.
Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal Balances of
each Mortgage Loan that was an Outstanding Mortgage Loan on the
Due Date in the month preceding the month of such date of
determination.
Pool Strip Rate: With respect to each Mortgage Loan,
the rate per annum designated on the Mortgage Loan Schedule as
the
"STRIP" for such Mortgage Loan. For purposes of the definition
of
Qualified Substitute Mortgage Loan, Pool Strip Rate is the excess
of the Net Mortgage Rate over 8.50% per annum.
Prepayment Assumption: A prepayment assumption of
225% of the standard prepayment assumption, used for determining
the accrual of original issue discount and market discount and
premium on the Certificates for federal income tax purposes. The
standard prepayment assumption assumes a constant rate of
prepayment of mortgage loans of 0.2% per annum of the then
outstanding principal balance of such mortgage loans in the first
month of the life of the mortgage loans, increasing by an
additional 0.2% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment
thereafter for the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to
any Distribution Date and each Class of Class M Certificates and
Class B Certificates, under the applicable circumstances set
forth
below, the respective percentages set forth below:
(i) For any Distribution Date on which any
Class of Class M or Class B Certificates are outstanding:
(a) in the case of the Class of Class
M Certificates then outstanding with the
lowest numerical designation, or in the event
the Class M Certificates are no longer
outstanding, the Class of Class B Certificates
then outstanding with the lowest numerical
designation and each other Class of Class M
Certificates and Class B Certificates for
which the related Prepayment Distribution
Trigger has been satisfied, a fraction,
expressed as a percentage, the numerator of
which is the Certificate Principal Balance of
such Class immediately prior to such date and
the denominator of which is the sum of the
Certificate Principal Balances immediately
prior to such date of (1) the Class of Class M
Certificates then outstanding with the lowest
numerical designation, or in the event the
Class M Certificates are no longer
outstanding, the Class of Class B Certificates
then outstanding with the lowest numerical
designation and (2) all other Classes of Class
M Certificates and Class B Certificates for
which the respective Prepayment Distribution
Triggers have been satisfied; and
(b) in the case of each other Class
of Class M Certificates and Class B
Certificates for which the Prepayment
Distribution Triggers have not been satisfied,
0%; and
(ii) Notwithstanding the foregoing, if the
application of the foregoing percentages on any Distribution
Date as provided in Section 4.02 (determined without regard
to the proviso to the definition of "Subordinate Principal
Distribution Amount") would result in a distribution in
respect of principal of any Class or Classes of Class M
Certificates and Class B Certificates in an amount greater
than the remaining Certificate Principal Balance thereof
(any such class, a "Maturing Class"), then: (a) the
Prepayment Distribution Percentage of each Maturing Class
shall be reduced to a level that, when applied as described
above, would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment
Distribution Percentage of each other Class of Class M
Certificates and Class B Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance
with the provisions in paragraph (ii) above, as if the
Certificate Principal Balance of each Maturing Class had
been reduced to zero (such percentage as recalculated, the
"Recalculated Percentage"); (c) the total amount of the
reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this
sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to
their respective Recalculated Percentages (the portion of
such aggregate reduction so allocated to any Non-Maturing
Class, the "Adjustment Percentage"); and (d) for purposes of
such Distribution Date, the Prepayment Distribution
Percentage of each Non-Maturing Class shall be equal to the
sum of (1) the Prepayment Distribution Percentage thereof,
calculated in accordance with the provisions in paragraph
(ii) above as if the Certificate Principal Balance of each
Maturing Class had not been reduced to zero, plus (2) the
related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2
Prepayment Distribution Trigger, Class M-3 Prepayment
Distribution
Trigger, Class B-1 Prepayment Distribution Trigger, Class B-2
Prepayment Distribution Trigger, Class B-3 Prepayment
Distribution
Trigger or Class B-4 Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution
Date and any Mortgage Loan (other than a Mortgage Loan relating
to
an REO Property) that was the subject of (a) a Principal
Prepayment in Full during the related Prepayment Period, an
amount
equal to the excess of one month's interest at the Net Mortgage
Rate on the Stated Principal Balance of such Mortgage Loan over
the amount of interest (adjusted to the Net Mortgage Rate) paid
by
the Mortgagor for such Prepayment Period to the date of such
Principal Prepayment in Full or (b) a Curtailment during the
prior
calendar month, an amount equal to one month's interest at the
Net
Mortgage Rate on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the
calendar month preceding the month of distribution.
Primary Insurance Policy: Each primary policy of
mortgage guaranty insurance or any replacement policy therefor
referred to in Section 2.03(b)(iv) and (v).
Principal Only Component: Class A-7 Component E.
Principal Prepayment: Any payment of principal or
other recovery on a Mortgage Loan, including a recovery that
takes
the form of Liquidation Proceeds or Insurance Proceeds, which is
received in advance of its scheduled Due Date and is not
accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or
months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal
Prepayment made by a Mortgagor of the entire principal balance of
a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the
Servicer Guide for Residential Funding's mortgage loan purchase
and conduit servicing program and all supplements and amendments
thereto published by Residential Funding from time to time.
Purchase Price: With respect to any Mortgage Loan (or
REO Property) required to be purchased on any date pursuant to
Section 2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of
(i) 100% of the Stated Principal Balance thereof plus the
principal portion of any related unreimbursed Advances and (ii)
unpaid accrued interest at the Adjusted Mortgage Rate (or at the
Net Mortgage Rate in the case of a purchase made by the Master
Servicer) on the Stated Principal Balance thereof to the first
day
of the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan
substituted by Residential Funding or the Company for a Deleted
Mortgage Loan which must, on the date of such substitution, as
confirmed in an Officers' Certificate delivered to the Trustee,
(i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than
and not more than 1% per annum higher than the Mortgage Rate and
Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as
of the date of substitution; (iii) have a Loan-to-Value Ratio at
the time of substitution no higher than that of the Deleted
Mortgage Loan at the time of substitution; (iv) have a remaining
term to stated maturity not greater than (and not more than one
year less than) that of the Deleted Mortgage Loan; (v) comply
with
each representation and warranty set forth in Sections 2.03 and
2.04 hereof and Section 4 of the Assignment Agreement; and (vi)
have a Pool Strip Rate equal to or greater than that of the
Deleted Mortgage Loan. Notwithstanding any other provisions
herein, (x) with respect to any Qualified Substitute Mortgage
Loan
substituted for a Deleted Mortgage Loan which was a Discount
Mortgage Loan, such Qualified Substitute Mortgage Loan shall be
deemed to be a Discount Mortgage Loan and to have a Discount
Fraction equal to the Discount Fraction of the Deleted Mortgage
Loan and (y) in the event that the "Pool Strip Rate" of any
Qualified Substitute Mortgage Loan as calculated pursuant to the
definition of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate
of such Qualified Substitute Mortgage Loan shall be equal to the
Pool Strip Rate of the related Deleted Mortgage Loan for purposes
of calculating the Pass-Through Rate on the Class A-9
Certificates
and Accrued Certificate Interest on Class A-7 Component F and
(ii)
the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R-I Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Fitch and Standard & Poor's, with
respect to the Class A Certificates and Class R Certificates,
Fitch, with respect to the Class M, Class B-1 and Class B-2
Certificates and Standard & Poor's with respect to the Class B-3
Certificates. If either agency or a successor is no longer in
existence, "Rating Agency" shall be such statistical credit
rating
agency, or other comparable Person, designated by the Company,
notice of which designation shall be given to the Trustee and the
Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or
REO Property) as to which a Cash Liquidation or REO Disposition
has occurred, an amount (not less than zero) equal to (i) the
Stated Principal Balance of the Mortgage Loan (or REO Property)
as
of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage
Rate from the Due Date as to which interest was last paid or
advanced to Certificateholders up to the last day of the month in
which the Cash Liquidation (or REO Disposition) occurred on the
Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not
paid
or advanced, minus (iii) the proceeds, if any, received during
the
month in which such Cash Liquidation (or REO Disposition)
occurred, to the extent applied as recoveries of interest at the
Net Mortgage Rate and to principal of the Mortgage Loan, net of
the portion thereof reimbursable to the Master Servicer or any
Subservicer with respect to related Advances or expenses as to
which the Master Servicer or Subservicer is entitled to
reimbursement thereunder but which have not been previously
reimbursed. With respect to each Mortgage Loan which has become
the subject of a Deficient Valuation, the difference between the
principal balance of the Mortgage Loan outstanding immediately
prior to such Deficient Valuation and the principal balance of
the
Mortgage Loan as reduced by the Deficient Valuation. With
respect
to each Mortgage Loan which has become the object of a Debt
Service Reduction, the amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date,
the close of business on the last Business Day of the month next
preceding the month in which the related Distribution Date
occurs.
Regular Certificate: Any of the Certificates other
than a Class R-I Certificate or Class R-II Certificate.
REMIC: A "real estate mortgage investment conduit"
within the meaning of Section 860D of the Code.
REMIC I: The segregated pool of assets, with respect
to which a REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage
Files,
(ii) all payments on and collections in respect of
the Mortgage Loans due after the Cut-off Date
as shall be on deposit in the Custodial
Account or in the Certificate Account and
identified as belonging to the Trust Fund,
(iii) property which secured a Mortgage Loan and
which has been acquired for the benefit of the
Certificateholders by foreclosure or deed in
lieu of foreclosure, and
(iv) the hazard insurance policies and Primary
Insurance Policies, if any, and certain
proceeds thereof.
REMIC I Certificates: The Class R-I Certificates.
REMIC II: The segregated pool of assets consisting of
the Uncertificated REMIC I Regular Interests conveyed in trust to
the Trustee for the benefit of the holders of the Class A-1,
Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-9, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3, Class B-4 and Class R-II Certificates pursuant to
Section 2.06, with respect to which a separate REMIC election is
to be made.
REMIC II Certificates: Any of the Class A-1, Class A-
2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-
8, Class A-9, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-
2, Class B-3, Class B-4 and Class R-II Certificates.
REMIC Provisions: Provisions of the federal income
tax law relating to real estate mortgage investment conduits,
which appear at Sections 860A through 860G of Subchapter M of
Chapter 1 of the Code, and related provisions, and temporary and
final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and
published rulings, notices and announcements promulgated
thereunder, as the foregoing may be in effect from time to time.
REO Acquisition: The acquisition by the Master
Servicer on behalf of the Trustee for the benefit of the
Certificateholders of any REO Property pursuant to Section 3.14.
REO Disposition: As to any REO Property, a
determination by the Master Servicer that it has received all
Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other
payments and recoveries (including proceeds of a final sale)
which
the Master Servicer expects to be finally recoverable from the
sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any
period, an amount equivalent to interest (at the Net Mortgage
Rate
that would have been applicable to the related Mortgage Loan had
it been outstanding) on the unpaid principal balance of the
Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in
respect of any REO Property (including, without limitation,
proceeds from the rental of the related Mortgaged Property) which
proceeds are required to be deposited into the Custodial Account
only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the
Master Servicer through foreclosure or deed in lieu of
foreclosure
in connection with a defaulted Mortgage Loan.
Request for Release: A request for release, the forms
of which are attached as Exhibit H hereto.
Required Insurance Policy: With respect to any
Mortgage Loan, any insurance policy which is required to be
maintained from time to time under this Agreement, the Program
Guide or the related Subservicing Agreement in respect of such
Mortgage Loan.
Residential Funding: Residential Funding Corporation,
a Delaware corporation, in its capacity as seller of the Mortgage
Loans to the Company and any successor thereto.
Responsible Officer: When used with respect to the
Trustee, any officer of the Corporate Trust Department of the
Trustee, including any Senior Vice President, any Vice President,
any Assistant Vice President, any Assistant Secretary, any Trust
Officer or Assistant Trust Officer, or any other officer of the
Trustee customarily performing functions similar to those
performed by any of the above designated officers to whom, with
respect to a particular matter, such matter is referred.
Schedule of Discount Fractions: The schedule setting
forth the Discount Fractions with respect to the Discount
Mortgage
Loans, attached hereto as Exhibit Q.
Security Agreement: With respect to a Cooperative
Loan, the agreement creating a security interest in favor of the
originator in the related Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including
any Subservicer, that executed a Seller's Agreement applicable to
such Mortgage Loan.
Seller's Agreement: An agreement for the origination
and sale of Mortgage Loans generally in the form of the Seller
Contract referred to or contained in the Program Guide, or in
such
other form as has been approved by the Master Servicer and the
Company, each containing representations and warranties in
respect
of one or more Mortgage Loans.
Senior Accelerated Distribution Percentage: With
respect to any Distribution Date, the percentage indicated below:
Distribution Date
Senior Accelerated
Distribution Percentage
May 1995 through
April 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . .
100%
May 2000 through
April 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 70%
of the difference between 100% and
the Senior Percentage
May 2001 through
April 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 60%
of the difference between 100% and
the Senior Percentage
May 2002 through
April 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 40%
of the difference between 100% and
the Senior Percentage
May 2003 through
April 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 20%
of the difference between 100% and
the Senior Percentage
May 2004 and
thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior
Accelerated Distribution Percentage described above shall not
occur as of any Distribution Date unless either (a)(1) the
outstanding principal balance of Mortgage Loans delinquent 60
days
or more averaged over the last six months, as a percentage of the
aggregate outstanding principal balance of all Mortgage Loans
averaged over the last six months, does not exceed 2% and (2)
Realized Losses on the Mortgage Loans to date for such
Distribution Date if occurring during the sixth, seventh, eighth,
ninth or tenth year (or any year thereafter) after the Closing
Date are less than 30%, 35%, 40%, 45% and 50%, respectively, of
the sum of the Initial Certificate Principal Balances of the
Class
M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of the Mortgage Loans delinquent 60 days or
more
averaged over the last six months, as a percentage of the
aggregate outstanding principal balance of all Mortgage Loans
averaged over the last six months, does not exceed 4% and (2)
Realized Losses on the Mortgage Loans to date for any
Distribution
Date are less than 10% of the sum of the Initial Certificate
Principal Balances of the Class M Certificates and Class B
Certificates and (ii) that for any Distribution Date on which the
Senior Percentage is greater than the Original Senior Percentage,
the Senior Accelerated Distribution Percentage for such
Distribution Date shall be 100%. Notwithstanding the foregoing,
upon the reduction of the aggregate Certificate Principal Balance
of the Class A Certificates (other than the amount of the amount
of Class A-7 Component E) and Class R Certificates to zero, the
Senior Accelerated Distribution Percentage shall thereafter be
0%.
Senior Percentage: As of any Distribution Date, the
lesser of 100% and a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class A Certificates (other than the amount of Class A-7
Component E) and Class R Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such Distribution
Date.
Senior Principal Distribution Amount: As to any
Distribution Date, the lesser of (a) the balance of the Available
Distribution Amount remaining after the distribution of all
amounts required to be distributed pursuant to Section 4.02(a)(i)
and (ii) (X) and (b) the sum of the amounts required to be
distributed to the Class A Certificateholders and Class R
Certificateholders on such Distribution Date pursuant to Section
4.02(a)(ii), (xviii) and (xix).
Servicing Accounts: The account or accounts created
and maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and
necessary "out of pocket" costs and expenses incurred in
connection with a default, delinquency or other unanticipated
event by the Master Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property,
(ii) any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO
Property and (iv) compliance with the obligations under Sections
3.01, 3.08, 3.12(a) and 3.14.
Servicing Fee: With respect to any Mortgage Loan and
Distribution Date, the fee payable monthly to the Master Servicer
in respect of master servicing compensation that accrues at an
annual rate designated on the Mortgage Loan Schedule as the "MSTR
SERV FEE" for such Mortgage Loan, as may be adjusted with respect
to successor Master Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and servicing
of the Mortgage Loans whose name and specimen signature appear on
a list of servicing officers furnished to the Trustee by the
Master Servicer, as such list may from time to time be amended.
Special Hazard Amount: As of any Distribution Date,
an amount equal to $3,315,932 minus the sum of (i) the aggregate
amount of Special Hazard Losses allocated solely to one or more
specific Classes of Certificates in accordance with Section 4.05
and (ii) the Adjustment Amount (as defined below) as most
recently
calculated. For each anniversary of the Cut-off Date, the
Adjustment Amount shall be equal to the amount, if any, by which
the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Adjustment Amount
for such anniversary) exceeds the greater of (A) the greatest of
(i) twice the outstanding principal balance of the Mortgage Loan
in the Trust Fund which has the largest outstanding principal
balance on the Distribution Date immediately preceding such
anniversary, (ii) the product of 1.00% multiplied by the
outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary and
(iii)
the aggregate outstanding principal balance (as of the
immediately
preceding Distribution Date) of the Mortgage Loans in any single
five-digit California zip code area with the largest amount of
Mortgage Loans by aggregate principal balance as of such
anniversary and (B) an amount calculated by the Master Servicer
and approved by each Rating Agency, which amount shall not be
less
than $500,000.
The Special Hazard Amount may be further reduced by
the Master Servicer (including accelerating the manner in which
coverage is reduced) provided that prior to any such reduction,
the Master Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the
rating
assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency
and
(ii) provide a copy of such written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess
of the cost of the lesser of repair or replacement of a Mortgaged
Property suffered by such Mortgaged Property on account of direct
physical loss, exclusive of (i) any loss of a type covered by a
hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant to
Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any
Extraordinary Loss.
Standard & Poor's: Standard & Poor's Ratings Group, a
division of McGraw-Hill, Inc., or its successor in interest.
Stated Principal Balance: With respect to any
Mortgage Loan or related REO Property, at any given time, (i) the
Cut-off Date Principal Balance of the Mortgage Loan, minus (ii)
the sum of (a) the principal portion of the Monthly Payments due
with respect to such Mortgage Loan or REO Property during each
Due
Period ending prior to the most recent Distribution Date which
were received or with respect to which an Advance was made, and
(b) all Principal Prepayments with respect to such Mortgage Loan
or REO Property, and all Insurance Proceeds, Liquidation Proceeds
and REO Proceeds, to the extent applied by the Master Servicer as
recoveries of principal in accordance with Section 3.14 with
respect to such Mortgage Loan or REO Property, in each case which
were distributed pursuant to Section 4.02 on any previous
Distribution Date, and (c) any Realized Loss allocated to
Certificateholders with respect thereto for any previous
Distribution Date.
Subordinate Principal Distribution Amount: With
respect to any Distribution Date and each Class of Class M
Certificates and Class B Certificates, (a) the sum of (i) the
product of (x) the related Class M Percentage or Class B
Percentage for such Class and (y) the aggregate of the amounts
calculated for such Distribution Date under clauses (1), (2) and
(3) of Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata
share, based on the Certificate Principal Balance of each Class
of
Class M Certificates and Class B Certificates then outstanding,
of
the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not
otherwise distributed to the Senior Certificates; (iii) the
product of (x) the related Prepayment Distribution Percentage,
(y)
100% minus the Senior Accelerated Distribution Percentage and (z)
the aggregate of all Principal Prepayments in Full and
Curtailments received in the related Prepayment Period (other
than
the related Discount Fraction of such Principal Payments in Full
and Curtailments with respect to a Discount Mortgage Loans); (iv)
if such Class is the most senior Class of Certificates then
outstanding (as established in Section 4.05 hereof), any Excess
Subordinate Principal Amount for such Distribution Date; and (v)
any amounts described in clauses (i), (ii) and (iii) as
determined
for any previous Distribution Date, that remain undistributed to
the extent that such amounts are not attributable to Realized
Losses which have been allocated to a subordinate Class of Class
M
or Class B Certificates minus (b) any Excess Subordinate
Principal
Amount not payable to such Class on such Distribution Date
pursuant to the definition thereof; provided, however, that such
amount shall in no event exceed the outstanding Certificate
Principal Balance of such Class of Certificates immediately prior
to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at
the time of reference thereto, is subject to a Subservicing
Agreement.
Subservicer: Any Person with whom the Master Servicer
has entered into a Subservicing Agreement and who generally
satisfied the requirements set forth in the Program Guide in
respect of the qualification of a Subservicer as of the date of
its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of
principal and interest on a Mortgage Loan which is advanced by
the
related Subservicer (net of its Subservicing Fee) pursuant to the
Subservicing Agreement.
Subservicing Account: An account established by a
Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract between
the Master Servicer and any Subservicer relating to servicing and
administration of certain Mortgage Loans as provided in Section
3.02, generally in the form of the servicer contract referred to
or contained in the Program Guide or in such other form as has
been approved by the Master Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the fee
payable monthly to the related Subservicer (or, in the case of a
Nonsubserviced Mortgage Loan, to the Master Servicer) in respect
of subservicing and other compensation that accrues at an annual
rate equal to the excess of the Mortgage Rate borne by the
related
Mortgage Note over the rate per annum designated on the Mortgage
Loan Schedule as the "CURR NET" for such Mortgage Loan.
TAC Principal Amount: As defined in Section
4.02(b)(v).
TAC Principal Component: Class A-7 Component C.
Targeted Principal Balances: With respect to the TAC
Principal Component and each Distribution Date, the amount set
forth for such TAC Principal Component on such Distribution Date
on Exhibit P hereto.
Tax Returns: The federal income tax return on
Internal Revenue Service Form 1066, U.S. Real Estate Mortgage
Investment Conduit Income Tax Return, including Schedule Q
thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to
be filed on behalf of REMIC I and REMIC II due to their
classification as REMICs under the REMIC Provisions, together
with
any and all other information, reports or returns that may be
required to be furnished to the Certificateholders or filed with
the Internal Revenue Service or any other governmental taxing
authority under any applicable provisions of federal, state or
local tax laws.
Transfer: Any direct or indirect transfer, sale,
pledge, hypothecation or other form of assignment of any
Ownership
Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer
any Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer
of any Ownership Interest in a Certificate.
Trust Fund: REMIC I and REMIC II.
Uncertificated Accrued Interest: With respect to each
Distribution Date, (i) as to Uncertificated REMIC I Regular
Interest U, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the
definition thereof on the Class A-1 Certificates if the Pass-
Through Rate on such Classes were equal to the Uncertificated
Pass-Through Rate on Uncertificated REMIC I Regular Interest U,
(ii) as to Uncertificated REMIC I Regular Interest V, an amount
equal to the aggregate amount of Accrued Certificate Interest
that
would result under the terms of the definition thereof on the
Class A-2 Certificates if the Pass-Through Rate on such Classes
were equal to the Uncertificated Pass-Through Rate on
Uncertificated REMIC I Regular Interest V, (iii) as to
Uncertificated REMIC I Regular Interest W, an amount equal to the
aggregate amount of Accrued Certificate Interest that would
result
under the terms of the definition thereof on the Class A-3
Certificates, if the Pass-Through Rate on such Class were equal
to
the Uncertificated Pass-Through Rate on Uncertificated REMIC I
Regular Interest W, (iv) as to Uncertificated REMIC I Regular
Interest X, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the
definition thereof on Class A-7 Component E, if the Pass-Through
Rate on such Component were equal to the Uncertificated Pass-
Through Rate on Uncertificated REMIC I Regular Interest X, (v) as
to Uncertificated REMIC I Regular Interest Y, an amount equal to
the aggregate amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on the Class
A-4,
Class A-5, Class A-6, Class A-8, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3, Class B-4 and Class R-II
Certificates and the Class A-7 Component A, Class A-7 Component
B,
Class A-7 Component C and Class A-7 Component G, if the Pass-
Through Rates (or, in the case of Components, the rate at which
interest accrues thereon) on such Classes or Components were
equal
to the Uncertificated Pass-Through Rate on Uncertificated REMIC I
Regular Interest Y, and (vi) as to each Uncertificated REMIC I
Regular Interest Z, an amount equal to one month's interest
accrued at the related Uncertificated Pass-Through Rate on the
related Uncertificated Notional Amount; provided, that any
reduction in the amount of Accrued Certificate Interest resulting
from the allocation of Prepayment Interest Shortfalls, Realized
Losses or other amounts to the Class A-9 Certificateholders or
Class A-7 Certificateholders, to the extent of Class A-7
Component
F, pursuant to Section 4.05 hereof shall be allocated to the
Uncertificated REMIC I Regular Interests Z pro rata in accordance
with the amount of interest accrued with respect to each related
Uncertificated Notional Amount and such Distribution Date.
Uncertificated Notional Amount: With respect to each
Uncertificated REMIC I Regular Interest Z, the aggregate Stated
Principal Balance of the related Mortgage Loan.
Uncertificated Pass-Through Rate: With respect to
each of the Uncertificated REMIC I Regular Interests U, V, W, X
and Y, 8.50%, 8.50%, 8.50%, 0.00% and 8.50%, respectively. With
respect to each Uncertificated REMIC I Regular Interest Z, the
related Uncertificated REMIC I Regular Interest Z Pool Strip
Rate.
Uncertificated Principal Balance: With respect to
each Uncertificated REMIC I Regular Interest on any date of
determination, an amount equal to $34,803,800.00 with respect to
Uncertificated REMIC I Regular Interest U, an amount equal to
$40,142,000.00 with respect to Uncertificated REMIC I Regular
Interest V, an amount equal to $9,521,000.00 with respect to
Uncertificated REMIC I Regular Interest W, $603,584.53 with
respect to Uncertificated REMIC I Regular Interest X,
$103,912,864.00 with respect to Uncertificated REMIC I Regular
Interest Y and $0.00 with respect to each Uncertificated REMIC I
Regular Interest Z, minus (ii) the sum of (x) the aggregate of
all
amounts previously deemed distributed with respect to such
interest and applied to reduce the Uncertificated Principal
Balance thereof pursuant to Section 4.08(a)(ii) and (y) the
aggregate of all reductions in Certificate Principal Balance
deemed to have occurred in connection with Realized Losses that
were previously deemed allocated to the Uncertificated Principal
Balance of such Uncertificated REMIC I Regular Interest pursuant
to Section 4.08(d).
Uncertificated REMIC I Regular Interest U: An
uncertificated partial undivided beneficial ownership interest in
REMIC I having a principal balance equal to the Stated Principal
Balance of the Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Class A-1 Certificates and
the denominator of which is the aggregate Certificate Principal
Balance of all of the Certificates, and which bears interest at a
rate equal to 8.50% per annum.
Uncertificated REMIC I Regular Interest V: An
uncertificated partial undivided beneficial ownership interest in
REMIC I having a principal balance equal to the Stated Principal
Balance of the Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Class A-2 Certificates and
the denominator of which is the aggregate Certificate Principal
Balance of all of the Certificates, and which bears interest at a
rate equal to 8.50% per annum.
Uncertificated REMIC I Regular Interest W: An
uncertificated partial undivided beneficial ownership interest in
REMIC I having a principal balance equal to the Stated Principal
Balance of the Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Class A-3 Certificates and
the denominator of which is the aggregate Certificate Principal
Balance of all of the Certificates, and which bears interest at a
rate equal to 8.50% per annum.
Uncertificated REMIC I Regular Interest X: An
uncertificated partial undivided beneficial ownership interest in
REMIC I having a principal balance equal to the Stated Principal
Balance of the Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator of which is the amount of
Class A-7 Component E and the denominator of which is the
aggregate Certificate Principal Balance of all of the
Certificates, and which bears interest at a rate equal to 0.00%
per annum.
Uncertificated REMIC I Regular Interest Y: An
uncertificated partial undivided beneficial ownership interest in
REMIC I having a principal balance equal to the Stated Principal
Balance of the Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Class A-4, Class A-5, Class
A-6, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3, Class B-4 and Class R-II Certificates and the sum of the
amounts of Class A-7 Component A, Class A-7 Component B, Class
A-7
Component C and Class A-7 Component G Certificates and the
denominator of which is the aggregate Certificate Principal
Balance of all of the Certificates, and which bears interest at a
rate equal to 8.50% per annum.
Uncertificated REMIC I Regular Interests Z: The 669
uncertificated partial undivided beneficial ownership interests
in
REMIC I, each relating to a particular Mortgage Loan, each having
no principal balance, and each bearing interest at the respective
Uncertificated Pass-Through Rate on the respective Uncertificated
Notional Amount.
Uncertificated REMIC I Regular Interest Z Pool Strip
Rate: With respect to each Uncertificated REMIC I Regular
Interest Z, the Pool Strip Rate for the related Mortgage Loan.
Uncertificated REMIC I Regular Interests:
Uncertificated REMIC I Regular Interest U, Uncertificated REMIC I
Regular Interest V, Uncertificated REMIC I Regular Interest W,
Uncertificated REMIC I Regular Interest X, Uncertificated REMIC I
Regular Interest Y and Uncertificated REMIC I Regular Interests
Z.
Uncertificated REMIC I Regular Interest U Distribution
Amount: With respect to any Distribution Date, the sum of the
amounts deemed to be distributed on the Uncertificated REMIC I
Regular Interest U for such Distribution Date pursuant to Section
4.08(a).
Uncertificated REMIC I Regular Interest V Distribution
Amount: With respect to any Distribution Date, the sum of the
amounts deemed to be distributed on the Uncertificated REMIC I
Regular Interest V for such Distribution Date pursuant to Section
4.08(a).
Uncertificated REMIC I Regular Interest W Distribution
Amount: With respect to any Distribution Date, the sum of the
amounts deemed to be distributed on the Uncertificated REMIC I
Regular Interest W for such Distribution Date pursuant to Section
4.08(a).
Uncertificated REMIC I Regular Interest X Distribution
Amount: With respect to any Distribution Date, the sum of the
amounts deemed to be distributed on the Uncertificated REMIC I
Regular Interest X for such Distribution Date pursuant to Section
4.08(a).
Uncertificated REMIC I Regular Interest Y Distribution
Amount: With respect to any Distribution Date, the sum of the
amounts deemed to be distributed on the Uncertificated REMIC I
Regular Interest Y for such Distribution Date pursuant to Section
4.08(a).
Uncertificated REMIC I Regular Interests Z
Distribution Amounts: With respect to any Distribution Date, the
amounts deemed to be distributed on the Uncertificated REMIC I
Regular Interests Z for such Distribution Date pursuant to
Section
4.08(a).
Uncertificated REMIC I Regular Interest Distribution
Amounts: The Uncertificated REMIC I Regular Interest U
Distribution Amount, Uncertificated REMIC I Regular Interest V
Distribution Amount, Uncertificated REMIC I Regular Interest W
Distribution Amount, Uncertificated REMIC I Regular Interest X
Distribution Amount, Uncertificated REMIC I Regular Interest Y
Distribution Amount and Uncertificated REMIC I Regular Interests
Z
Distribution Amounts.
Uncertificated REMIC II Regular Interests: The 669
uncertificated partial undivided beneficial ownership interests
in
REMIC II, each of which has no principal balance and which bears
interest at a rate equal to 86% of the related Uncertificated
REMIC I Regular Interest Z Pool Strip Rate, based on the
Uncertificated Notional Amount of the related Uncertificated
REMIC
I Regular Interest Z.
Uncertificated REMIC II Regular Interests Distribution
Amounts: With respect to any Distribution Date, the amounts
deemed to be distributed on the Uncertificated REMIC I Regular
Interests Z for such Distribution Date pursuant to Section
4.08(a).
Uninsured Cause: Any cause of damage to property
subject to a Mortgage such that the complete restoration of such
property is not fully reimbursable by the hazard insurance
policies.
United States Person: A citizen or resident of the
United States, a corporation, partnership or other entity created
or organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross
income for United States federal income tax purposes regardless
of
its connection with the conduct of a trade or business within the
United States.
Voting Rights: The portion of the voting rights of
all of the Certificates which is allocated to any Certificate.
97.0% of all of the Voting Rights shall be allocated among
Holders
of Certificates, respectively, other than the Class A-8, Class A-
9, Class R-I and Class R-II Certificates, in proportion to the
outstanding Certificate Principal Balances of their respective
Certificates; and the Holders of the Class A-8, Class A-9, Class
R-I and Class R-II Certificates shall be entitled to 1.0%, 1.0%,
0.5%, and 0.5% of all of the Voting Rights, respectively,
allocated among the Certificates of each such Class in accordance
with their respective Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution
and delivery hereof, does hereby assign to the Trustee without
recourse all the right, title and interest of the Company in and
to the Mortgage Loans, including all interest and principal
received on or with respect to the Mortgage Loans after the Cut-
off Date (other than payments of principal and interest due on
the
Mortgage Loans on or before the Cut-off Date).
(b) In connection with such assignment, except as
set forth in Section 2.01(c) below, the Company does hereby
deliver to, and deposit with, the Trustee, or to and with one or
more Custodians, as the duly appointed agent or agents of the
Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect
to each Mortgage Loan so assigned (other than a Cooperative
Loan):
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken
chain of endorsements from the originator thereof to the
Person endorsing it to the Trustee, or with respect to any
Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed,
together with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of
recording indicated thereon or a copy of the Mortgage
certified by the public recording office in which such
Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or a
copy of such assignment certified by the public recording
office in which such assignment has been recorded;
(iv) The original recorded assignment or
assignments of the Mortgage showing an unbroken chain of
title from the originator thereof to the Person assigning it
to the Trustee or a copy of such assignment or assignments
of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to
such Mortgage Loan or a copy of each modification,
assumption agreement or preferred loan agreement certified
by the public recording office in which such document has
been recorded.
and (II) with respect to each Cooperative Loan so
assigned:
(i) The original Mortgage Note, endorsed
without recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator thereof to the
Person endorsing it to the Trustee, or with respect to any
Destroyed Mortgage Note, an original lost note affidavit from the
related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a
copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease
and the Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken
chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock
Certificate, representing the related Cooperative Stock pledged
with respect to such Cooperative Loan, together with an undated
stock power (or other similar instrument) executed in blank;
(iv) The original recognition agreement by
the Cooperative of the interests of the mortgagee with respect to
the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing
statement, and any continuation statements, filed by the
originator of such Cooperative Loan as secured party, each with
evidence of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of
Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments
of the security interest referenced in clause (vi) above showing
an unbroken chain of title from the originator to the Trustee,
each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(viii) An executed assignment of the interest
of the originator in the Security Agreement, Assignment of
Proprietary Lease and the recognition agreement referenced in
clause (iv) above, showing an unbroken chain of title from the
originator to the Trustee;
(ix) The original of each modification,
assumption agreement or preferred loan agreement, if any,
relating
to such Cooperative Loan; and
(x) An executed UCC-1 financing statement
showing the Master Servicer as debtor, the Company as secured
party and the Trustee as assignee and an executed UCC-1 financing
statement showing the Company as debtor and the Trustee as
secured
party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the
documents set forth in Section 2.01(b)(I)(iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) to the Trustee or the
Custodian or Custodians, deliver such documents to the Master
Servicer, and the Master Servicer shall hold such documents in
trust for the use and benefit of all present and future
Certificateholders until such time as is set forth below. Within
ten Business Days following the earlier of (i) the receipt of the
original of each of the documents or instruments set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv),
(vii), (ix) and (x) (or copies thereof as permitted by such
Section) for any Mortgage Loan and (ii) a written request by the
Trustee to deliver those documents with respect to any or all of
the Mortgage Loans then being held by the Master Servicer, the
Master Servicer shall deliver a complete set of such documents to
the Trustee or the Custodian or Custodians that are the duly
appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify
that it has in its possession an original or copy of each of the
documents referred to in Section 2.01(b)(I)(iv) and (v) and
Section (b)(II)(ii), (iv), (vii), (ix) and (x) which has been
delivered to it by the Company. Every six months after the
Closing Date, for so long as the Master Servicer is holding
documents pursuant to this Section 2.01(c), the Master Servicer
shall deliver to (i) Moody's if it is one of the Rating Agencies,
(ii) the Trustee and (iii) each Custodian a report setting forth
the status of the documents which it is holding.
(d) In the event that in connection with any
Mortgage Loan the Company cannot deliver the Mortgage, any
assignment, modification, assumption agreement or preferred loan
agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the
execution and delivery of this Agreement solely because of a
delay
caused by the public recording office where such Mortgage,
assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation,
the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such
Mortgage, assignment, modification, assumption agreement or
preferred loan agreement.
The Company shall promptly cause to be recorded in the
appropriate public office for real property records the
Assignment
referred to in clause (I)(iii) of Section 2.01(b), except in
states where, in the opinion of counsel acceptable to the Trustee
and the Master Servicer, such recording is not required to
protect
the Trustee's interests in the Mortgage Loan against the claim of
any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan and shall
promptly
cause to be filed the Form UCC-3 assignment and UCC-1 financing
statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1,
as applicable, is lost or returned unrecorded to the Company
because of any defect therein, the Company shall prepare a
substitute Assignment, Form UCC-3 or Form UCC-1, as applicable,
or
cure such defect, as the case may be, and cause such Assignment
to
be recorded in accordance with this paragraph. The Company shall
promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or assignment or Form UCC-3 or
Form UCC-1, as applicable, (or copy thereof certified by the
public recording office) with evidence of recording indicated
thereon upon receipt thereof from the public recording office or
from the related Subservicer. In connection with its servicing
of
Cooperative Loans, the Master Servicer will use its best efforts
to file timely continuation statements with regard to each
financing statement and assignment relating to Cooperative Loans
as to which the related Cooperative Apartment is located outside
of the State of New York.
Any of the items set forth in Sections 2.01(b)(I)(iv)
and (v) and (II)(vi) and (vii) and that may be delivered as a
copy
rather than the original may be delivered in microfiche form.
(e) It is intended that the conveyances by the
Company to the Trustee of the Mortgage Loans as provided for in
this Section 2.01 and the Uncertificated REMIC I Regular
Interests
as provided for in Section 2.06 be construed as a sale by the
Company to the Trustee of the Mortgage Loans and the
Uncertificated REMIC I Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that any such
conveyance be deemed to be a pledge of the Mortgage Loans and the
Uncertificated REMIC I Regular Interests by the Company to the
Trustee to secure a debt or other obligation of the Company.
However, in the event that the Mortgage Loans and the
Uncertificated REMIC I Regular Interests are held to be property
of the Company or of Residential Funding, or if for any reason
this Agreement is held or deemed to create a security interest in
the Mortgage Loans and the Uncertificated REMIC I Regular
Interests, then it is intended that (a) this Agreement shall also
be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b)
the conveyance provided for in Sections 2.01 and 2.06 shall be
deemed to be (1) a grant by the Company to the Trustee of a
security interest in all of the Company's right (including the
power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Loans,
including (i) with respect to each Cooperative Loan, the related
Mortgage Note, Security Agreement, Assignment of Proprietary
Lease, Cooperative Stock Certificate, Cooperative Lease, any
insurance policies and all other documents in the related
Mortgage
File and (ii) with respect to each Mortgage Loan other than a
Cooperative Loan, the related Mortgage Note, the Mortgage, any
insurance policies and all other documents in the related
Mortgage
File, (B) all amounts payable pursuant to the Mortgage Loans in
accordance with the terms thereof, (C) the Uncertificated REMIC I
Regular Interests and (D) any and all general intangibles
consisting of, arising from or relating to any of the foregoing,
and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to
time held or invested in the Certificate Account or the Custodial
Account, whether in the form of cash, instruments, securities or
other property and (2) an assignment by the Company to the
Trustee
of any security interest in any and all of Residential Funding's
right (including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to the
property described in the foregoing clauses (1)(A), (B), (C) and
(D) granted by Residential Funding to the Company pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the
Custodian or any other agent of the Trustee of Mortgage Notes or
such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser
or
a person designated by such secured party, for purposes of
perfecting the security interest pursuant to the Minnesota
Uniform
Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Section
9-
305, 8-313 or 8-321 thereof); and (d) notifications to persons
holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security
interest under applicable law.
The Company and, at the Company's direction,
Residential Funding and the Trustee shall, to the extent
consistent with this Agreement, take such reasonable actions as
may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, the
Uncertificated REMIC I Regular Interests, the Uncertificated
REMIC
II Regular Interests, and the other property described above,
such
security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement.
Without
limiting the generality of the foregoing, the Company shall
prepare and deliver to the Trustee not less than 15 days prior to
any filing date and, the Trustee shall forward for filing, or
shall cause to be forwarded for filing, at the expense of the
Company, all filings necessary to maintain the effectiveness of
any original filings necessary under the Uniform Commercial Code
as in effect in any jurisdiction to perfect the Trustee's
security
interest in or lien on the Mortgage Loans, the Uncertificated
REMIC I Regular Interests and the Uncertificated REMIC II Regular
Interests as evidenced by an Officer's Certificate of the
Company,
including without limitation (x) continuation statements, and (y)
such other statements as may be occasioned by (1) any change of
name of Residential Funding, the Company or the Trustee (such
preparation and filing shall be at the expense of the Trustee, if
occasioned by a change in the Trustee's name), (2) any change of
location of the place of business or the chief executive office
of
Residential Funding or the Company, (3) any transfer of any
interest of Residential Funding or the Company in any Mortgage
Loan, or (4) any transfer of any interest of Residential Funding
or the Company in any Uncertificated REMIC I Regular Interest or
Uncertificated REMIC II Regular Interest.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely
upon a receipt or certification executed by the Custodian,
receipt
by the respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section 2.01(b)(i)
through (iii) above (except that for purposes of such
acknowledgement only, a Mortgage Note may be endorsed in blank
and
an Assignment of Mortgage may be in blank) and declares that it,
or a Custodian as its agent, holds and will hold such documents
and the other documents constituting a part of the Mortgage Files
delivered to it, or a Custodian as its agent, in trust for the
use
and benefit of all present and future Certificateholders. The
Trustee or Custodian (such Custodian being so obligated under a
Custodial Agreement) agrees, for the benefit of
Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date
to ascertain that all required documents (specifically as set
forth in Section 2.01(b)), have been executed and received, and
that such documents relate to the Mortgage Loans identified on
the
Mortgage Loan Schedule, as supplemented, that have been conveyed
to it. Upon delivery of the Mortgage Files by the Company or the
Master Servicer, the Trustee shall acknowledge receipt (or, with
respect to Mortgage Loans subject to a Custodial Agreement, and
based solely upon a receipt or certification executed by the
Custodian, receipt by the respective Custodian as the duly
appointed agent of the Trustee) of the documents referred to in
Section 2.01(c) above. The Trustee or Custodian (such Custodian
being so obligated under a Custodial Agreement) agrees to review
each Mortgage File delivered to it pursuant to Section 2.01(c)
within 45 days after receipt thereof to ascertain that all
documents required to be delivered pursuant to such Section have
been received, and that such documents relate to the Mortgage
Loans identified on the Mortgage Loan Schedule, as supplemented,
that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any
document or documents constituting a part of a Mortgage File to
be
missing or defective in any material respect, the Trustee shall
promptly so notify the Master Servicer and the Company. Pursuant
to Section 2.3 of the Custodial Agreement, the Custodian will
notify the Master Servicer, the Company and the Trustee of any
such omission or defect found by it in respect of any Mortgage
File held by it. The Master Servicer shall promptly notify the
related Subservicer or Seller of such omission or defect and
request that such Subservicer or Seller correct or cure such
omission or defect within 60 days from the date the Master
Servicer was notified of such omission or defect and, if such
Subservicer or Seller does not correct or cure such omission or
defect within such period, that such Subservicer or Seller
purchase such Mortgage Loan from REMIC I at its Purchase Price,
in
either case within 90 days from the date the Master Servicer was
notified of such omission or defect. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the
Subservicer, shall be deposited or caused to be deposited by the
Master Servicer in the Custodial Account maintained by it
pursuant
to Section 3.07 and, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the
Trustee or any Custodian, as the case may be, shall release to
the
Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment
prepared by the Master Servicer, in each case without recourse,
as
shall be necessary to vest in the Seller or its designee or the
Subservicer or its designee, as the case may be, any Mortgage
Loan
released pursuant hereto and thereafter such Mortgage Loan shall
not be part of the Trust Fund. It is understood and agreed that
the obligation of the Seller or the Subservicer, as the case may
be, to so cure or purchase any Mortgage Loan as to which a
material defect in or omission of a constituent document exists
shall constitute the sole remedy respecting such defect or
omission available to Certificateholders or the Trustee on behalf
of Certificateholders.
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer
and the Company.
(a) The Master Servicer hereby represents and
warrants to the Trustee for the benefit of Certificateholders
that:
(i) The Master Servicer is a corporation duly
organized, validly existing and in good standing under the
laws governing its creation and existence and is or will be
in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to
ensure the enforceability of each Mortgage Loan in
accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement
by the Master Servicer and its performance and compliance
with the terms of this Agreement will not violate the Master
Servicer's Certificate of Incorporation or Bylaws or
constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a material default)
under, or result in the material breach of, any material
contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company,
constitutes a valid, legal and binding obligation of the
Master Servicer, enforceable against it in accordance with
the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and
to general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at
law;
(iv) The Master Servicer is not in default with
respect to any order or decree of any court or any order,
regulation or demand of any Federal, state, municipal or
governmental agency, which default might have consequences
that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or
its properties or might have consequences that would
materially adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of
the Master Servicer's knowledge, threatened against the
Master Servicer which would prohibit its entering into this
Agreement or performing its obligations under this
Agreement;
(vi) The Master Servicer will comply in all
material respects in the performance of this Agreement with
all reasonable rules and requirements of each insurer under
each Required Insurance Policy;
(vii) No information, certificate of an officer,
statement furnished in writing or report delivered to the
Company, any Affiliate of the Company or the Trustee by the
Master Servicer will, to the knowledge of the Master
Servicer, contain any untrue statement of a material fact or
omit a material fact necessary to make the information,
certificate, statement or report not misleading; and
(viii) The Master Servicer has examined each
existing, and will examine each new, Subservicing Agreement
and is or will be familiar with the terms thereof. The
terms of each existing Subservicing Agreement and each
designated Subservicer are acceptable to the Master Servicer
and any new Subservicing Agreements will comply with the
provisions of Section 3.02.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by either the Company, the Master
Servicer, the Trustee or any Custodian of a breach of any
representation or warranty set forth in this Section 2.03(a)
which
materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties
(any Custodian being so obligated under a Custodial Agreement).
Within 90 days of its discovery or its receipt of notice of such
breach, the Master Servicer shall either (i) cure such breach in
all material respects or (ii) to the extent that such breach is
with respect to a Mortgage Loan or a related document, purchase
such Mortgage Loan from the Trust Fund at the Purchase Price and
in the manner set forth in Section 2.02. The obligation of the
Master Servicer to cure such breach or to so purchase such
Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section
2.03(a) available to the Certificateholders or the Trustee on
behalf of the Certificateholders.
(b) The Company hereby represents and warrants to
the Trustee for the benefit of Certificateholders that as of the
Closing Date (or, if otherwise specified below, as of the date so
specified):
(i) No Mortgage Loan is one month or more
delinquent in payment of principal and interest as of the
Cut-off Date and no Mortgage Loan has been so delinquent
more than once in the 12-month period prior to the Cut-off
Date;
(ii) The information set forth in Exhibit F hereto
with respect to each Mortgage Loan or the Mortgage Loans, as
the case may be, is true and correct in all material
respects at the date or dates respecting which such
information is furnished;
(iii) The Mortgage Loans are fully-amortizing,
fixed-rate mortgage loans with level Monthly Payments due on
the first day of each month and terms to maturity at
origination or modification of not more than 30 years;
(iv) To the best of the Company's knowledge, except
with respect to two Mortgage Loans representing
approximately 0.3% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date, if a Mortgage Loan
is secured by a Mortgaged Property with a Loan-to-Value
Ratio at origination in excess of 80%, such Mortgage Loan is
the subject of a Primary Insurance Policy that insures that
portion of the principal balance thereof that exceeds the
amount equal to 75% of the Appraised Value of the related
Mortgaged Property. To the best of the Company's knowledge,
each such Primary Insurance Policy is in full force and
effect and the Trustee is entitled to the benefits
thereunder;
(v) The issuers of the Primary Insurance Policies
are insurance companies whose claims-paying abilities are
currently acceptable to each Rating Agency;
(vi) No more than 1.1% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date
are secured by Mortgaged Properties located in any one zip
code area in California, and no more than 0.9% of the
Mortgage Loans by aggregate Stated Principal Balance as of
the Cut-off Date are secured by Mortgaged Properties located
in any one zip code area outside California; Not more than
0.3% of the Mortgage Loans by aggregate stated Principal
Balance as of the Cut-off Date are Cooperative Loans;
(vii) If the improvements securing a Mortgage Loan
are in a federally designated special flood hazard area,
flood insurance in the amount required under the Program
Guide covers the related Mortgaged Property (either by
coverage under the federal flood insurance program or by
coverage by private insurers);
(viii) Immediately prior to the assignment of the
Mortgage Loans to the Trustee, the Company had good title
to, and was the sole owner of, each Mortgage Loan free and
clear of any pledge, lien, encumbrance or security interest
(other than rights to servicing and related compensation)
and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge,
lien, encumbrance or security interest;
(ix) Approximately 12.5% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date
were underwritten under a reduced loan documentation
program;
(x) Each Mortgagor represented in its loan
application with respect to the related Mortgage Loan that
the Mortgaged Property would be owner-occupied and therefore
would not be an investor property as of the date of
origination of such Mortgage Loan. No Mortgagor is a
corporation or a partnership;
(xi) Approximately 0.8% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date
will be Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified
mortgage under Section 860G(a)(3)(A) of the Code and
Treasury Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as
of the closing of each Mortgage Loan and is valid and
binding and remains in full force and effect;
(xiv) With respect to a Mortgage Loan that is a
Cooperative Loan, the Cooperative Stock that is pledged as
security for the Mortgage Loan is held by a person as a
tenant-stockholder (as defined in Section 216 of the Code)
in a cooperative housing corporation (as defined in Section
216 of the Code);
(xv) With respect to each Mortgage Loan originated
under a "streamlined" Mortgage Loan program (through which
no new or updated appraisals of Mortgaged Properties are
obtained in connection with the refinancing thereof), the
related Seller has represented that either (a) the value of
the related Mortgaged Property as of the date the Mortgage
Loan was originated was not less than the appraised value of
such property at the time of origination of the refinanced
Mortgage Loan or (b) the Loan-to-Value Ratio of the Mortgage
Loan as of the date of origination of the Mortgage Loan
generally meets the Company's underwriting guidelines.
(xvi) Interest on each Mortgage Loan is calculated
on the basis of a 360-day year consisting of twelve 30-day
months; and
(xvii) No more than 0.6% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date
contain in the related Mortgage File a Destroyed Mortgage
Note.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(b) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by any of the Company, the Master
Servicer, the Trustee or any Custodian of a breach of any of the
representations and warranties set forth in this Section 2.03(b)
which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties
(any Custodian being so obligated under a Custodial Agreement);
provided, however, that in the event of a breach of the
representation and warranty set forth in Section 2.03(b)(xii),
the
party discovering such breach shall give such notice within five
days of discovery. Within 90 days of its discovery or its
receipt
of notice of breach, the Company shall either (i) cure such
breach
in all material respects or (ii) purchase such Mortgage Loan from
the Trust Fund at the Purchase Price and in the manner set forth
in Section 2.02; provided that the Company shall have the option
to substitute a Qualified Substitute Mortgage Loan or Loans for
such Mortgage Loan if such substitution occurs within two years
following the Closing Date. Any such substitution shall be
effected by the Company under the same terms and conditions as
provided in Section 2.04 for substitutions by Residential
Funding.
It is understood and agreed that the obligation of the Company to
cure such breach or to so purchase or substitute for any Mortgage
Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available
to Certificateholders or the Trustee on behalf of
Certificateholders. Notwithstanding the foregoing, the Company
shall not be required to cure breaches or purchase or substitute
for Mortgage Loans as provided in this Section 2.03(b) if the
substance of the breach of a representation set forth above also
constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties
of Sellers.
The Company, as assignee of Residential Funding under
the Assignment Agreement, hereby assigns to the Trustee for the
benefit of Certificateholders all of its right, title and
interest
in respect of the Assignment Agreement and each Seller's
Agreement
applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or such Seller's Agreement relates to the
representations and warranties made by Residential Funding or the
related Seller in respect of such Mortgage Loan and any remedies
provided thereunder for any breach of such representations and
warranties, such right, title and interest may be enforced by the
Master Servicer on behalf of the Trustee and the Certificate-
holders. Upon the discovery by the Company, the Master Servicer,
the Trustee or any Custodian of a breach of any of the
representations and warranties made in a Seller's Agreement or
the
Assignment Agreement (which, for purposes hereof, will be deemed
to include any other cause giving rise to a repurchase obligation
under the Assignment Agreement) in respect of any Mortgage Loan
which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties
(any Custodian being so obligated under a Custodial Agreement).
The Master Servicer shall promptly notify the related Seller or
Residential Funding, as the case may be, of such breach and
request that such Seller or Residential Funding, as the case may
be, either (i) cure such breach in all material respects within
90
days from the date the Master Servicer was notified of such
breach
or (ii) purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02;
provided that in the case of a breach under the Assignment
Agreement Residential Funding shall have the option to substitute
a Qualified Substitute Mortgage Loan or Loans for such Mortgage
Loan if such substitution occurs within two years following the
Closing Date, except that if the breach would cause the Mortgage
Loan to be other than a "qualified mortgage" as defined in
Section
860G(a)(3) of the Code, any such substitution must occur within
90
days from the date the Master Servicer was notified of the breach
if such 90 day period expires before two years following the
Closing Date. In the event that Residential Funding elects to
substitute a Qualified Substitute Mortgage Loan or Loans for a
Deleted Mortgage Loan pursuant to this Section 2.04, Residential
Funding shall deliver to the Trustee for the benefit of the
Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage,
an Assignment of the Mortgage in recordable form, and such other
documents and agreements as are required by Section 2.01, with
the
Mortgage Note endorsed as required by Section 2.01. No
substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with
respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be
retained by the Master Servicer and remitted by the Master
Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions
to Certificateholders will include the Monthly Payment due on a
Deleted Mortgage Loan for such month and thereafter Residential
Funding shall be entitled to retain all amounts received in
respect of such Deleted Mortgage Loan. The Master Servicer shall
amend or cause to be amended the Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the
Certificateholders to reflect the removal of such Deleted
Mortgage
Loan and the substitution of the Qualified Substitute Mortgage
Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a
Discount Loan, the amended Schedule of Discount Fractions, to the
Trustee. Upon such substitution, the Qualified Substitute
Mortgage Loan or Loans shall be subject to the terms of this
Agreement and the related Subservicing Agreement in all respects,
the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified
Substitute Mortgage Loan contained in the related Seller's
Agreement as of the date of substitution, and the Company and the
Master Servicer shall be deemed to have made with respect to any
Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants, representations and warranties set
forth in this Section 2.04, in Section 2.03 hereof and in Section
4 of the Assignment Agreement, and the Master Servicer shall be
obligated to repurchase or substitute for any Qualified
Substitute
Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the
Assignment Agreement.
In connection with the substitution of one or more
Qualified Substitute Mortgage Loans for one or more Deleted
Mortgage Loans, the Master Servicer will determine the amount (if
any) by which the aggregate principal balance of all such
Qualified Substitute Mortgage Loans as of the date of
substitution
is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (in each case after application of the
principal portion of the Monthly Payments due in the month of
substitution that are to be distributed to Certificateholders in
the month of substitution). Residential Funding shall deposit
the
amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential
Funding shall give notice in writing to the Trustee of such
event,
which notice shall be accompanied by an Officers' Certificate as
to the calculation of such shortfall and by an Opinion of Counsel
to the effect that such substitution will not cause (a) any
federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions"
under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any
portion of the Trust Fund to fail to qualify as a REMIC at any
time that any Certificate is outstanding.
It is understood and agreed that the obligation of the
Seller or Residential Funding, as the case may be, to cure such
breach or purchase (or in the case of Residential Funding to
substitute for) such Mortgage Loan as to which such a breach has
occurred and is continuing shall constitute the sole remedy
respecting such breach available to Certificateholders or the
Trustee on behalf of Certificateholders. If the Master Servicer
is Residential Funding, then the Trustee shall also have the
right
to give the notification and require the purchase or substitution
provided for in the second preceding paragraph in the event of
such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the
purchase of or substitution for any such Mortgage Loan by
Residential Funding, the Trustee shall assign to Residential
Funding all of the right, title and interest in respect of the
Seller's Agreement and the Assignment Agreement applicable to
such
Mortgage Loan.
Section 2.05. Issuance of Certificates Evidencing
Interests in REMIC I.
The Trustee acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Mortgage Files to it, or
any Custodian on its behalf, subject to any exceptions noted,
together with the assignment to it of all other assets included
in
REMIC I, receipt of which is hereby acknowledged. Concurrently
with such delivery and in exchange therefor, the Trustee,
pursuant
to the written request of the Company executed by an officer of
the Company has executed and caused to be authenticated and
deliv-
ered to or upon the order of the Company the Class R-I
Certificates in authorized denominations which, together with the
Uncertificated REMIC I Regular Interests, evidence ownership of
REMIC I. The rights of the Class R-I Certificateholders and
REMIC
II to receive distributions from the proceeds of REMIC I in
respect of the Class R-I Certificates and the Uncertificated
REMIC
I Regular Interests, and all ownership interests of the Class R-I
Certificateholders and REMIC II in such distributions, shall be
as
set forth in this Agreement.
Section 2.06. Conveyance of Uncertificated REMIC I
and REMIC II Regular Interests;
Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently
with the execution and delivery hereof, does hereby assign
without
recourse all the right, title and interest of the Company in and
to the Uncertificated REMIC I Regular Interests and
Uncertificated
REMIC II Regular Interests to the Trustee for the benefit of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class M-1, Class M-2, Class
M-3,
Class B-1, Class B-2, Class B-3, Class B-4 and Class R-II
Certificateholders. The Trustee acknowledges receipt of the
Uncertificated REMIC I Regular Interests and Uncertificated REMIC
II Regular Interests and declares that it holds and will hold the
same in trust for the exclusive use and benefit of all present
and
future Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class A-9, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class
R-II Certificateholders. The rights of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
Class A-9, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,
Class B-3, Class B-4 and Class R-II Certificateholders to receive
distributions from the proceeds of REMIC II in respect of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3, Class B-4 and Class R-II
Certificates, and all ownership interests of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-9, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3, Class B-4 and Class R-II Certificateholders in
such distributions, shall be as set forth in this Agreement.
Section 2.07. Issuance of Certificates Evidencing
Interest in REMIC II.
The Trustee acknowledges the assignment to it of the
Uncertificated REMIC I Regular Interests and the Uncertificated
REMIC II Regular Interests and, concurrently therewith and in
exchange therefor, pursuant to the written request of the Company
executed by an officer of the Company, the Trustee has executed
and caused to be authenticated and delivered to or upon the order
of the Company, the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4
and Class R-II Certificates in authorized denominations
evidencing
ownership of the entire REMIC II.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and
administer the Mortgage Loans in accordance with the terms of
this
Agreement and the respective Mortgage Loans and shall have full
power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may
deem necessary or desirable in connection with such servicing and
administration. Without limiting the generality of the
foregoing,
the Master Servicer in its own name or in the name of a
Subservicer is hereby authorized and empowered by the Trustee
when
the Master Servicer or the Subservicer, as the case may be,
believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Certificateholders and the Trustee or
any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a
proposed conveyance, or of assignment of any Mortgage and
Mortgage
Note in connection with the repurchase of a Mortgage Loan and all
other comparable instruments, or with respect to the modification
or re-recording of a Mortgage for the purpose of correcting the
Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of
foreclosure, the completion of judicial or non-judicial
foreclosure, the conveyance of a Mortgaged Property to an
Insurer,
the acquisition of any property acquired by foreclosure or deed
in
lieu of foreclosure, or the management, marketing and conveyance
of any property acquired by foreclosure or deed in lieu of
foreclosure with respect to the Mortgage Loans and with respect
to
the Mortgaged Properties. Notwithstanding the foregoing, subject
to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both
constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code and any proposed, temporary
or
final regulations promulgated thereunder (other than in
connection
with a proposed conveyance or assumption of such Mortgage Loan
that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and causing either REMIC I or REMIC II to
fail to qualify as such under the Code. The Trustee shall
furnish
the Master Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Master Servicer
to service and administer the Mortgage Loans. In servicing and
administering any Nonsubserviced Mortgage Loan, the Master
Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the
originator of such Mortgage Loan and had retained the servicing
rights and obligations in respect thereof.
(b) All costs incurred by the Master Servicer or
by Subservicers in effecting the timely payment of taxes and
assessments on the properties subject to the Mortgage Loans shall
not, for the purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under the
related
Mortgage Loans, notwithstanding that the terms of such Mortgage
Loan so permit, and such costs shall be recoverable to the extent
permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more
agreements in connection with the offering of pass-through
certificates evidencing interests in one or more of the
Certificates providing for the payment by the Master Servicer of
amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest
Shortfalls on the Mortgage Loans, which payment obligation will
thereafter be an obligation of the Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement
of Subservicers' and Sellers'
Obligations.
(a) The Master Servicer may continue in effect
Subservicing Agreements entered into by Residential Funding and
Subservicers prior to the execution and delivery of this
Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some
of the Mortgage Loans. Each Subservicer of a Mortgage Loan shall
be entitled to receive and retain, as provided in the related
Subservicing Agreement and in Section 3.07, the related
Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be
remitted
to the Master Servicer in respect of such Mortgage Loan. For any
Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master
Servicer shall be entitled to receive and retain an amount equal
to the Subservicing Fee from payments of interest. Unless the
context otherwise requires, references in this Agreement to
actions taken or to be taken by the Master Servicer in servicing
the Mortgage Loans include actions taken or to be taken by a
Subservicer on behalf of the Master Servicer. Each Subservicing
Agreement will be upon such terms and conditions as are generally
required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and
the Subservicer have agreed. A representative form of
Subservicing Agreement is attached to this Agreement as Exhibit
G.
With the approval of the Master Servicer, a Subservicer may
delegate its servicing obligations to third-party servicers, but
such Subservicer will remain obligated under the related
Subservicing Agreement. The Master Servicer and a Subservicer
may
enter into amendments thereto or a different form of Subservicing
Agreement, and the form referred to or included in the Program
Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to
modify or enter into different Subservicing Agreements; provided,
however, that any such amendments or different forms shall be
consistent with and not violate the provisions of either this
Agreement or the Program Guide in a manner which would materially
and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder,
the Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall use its best reasonable efforts to
enforce the obligations of each Subservicer under the related
Subservicing Agreement and of each Seller under the related
Seller's Agreement, to the extent that the non-performance of any
such obligation would have a material and adverse effect on a
Mortgage Loan, including, without limitation, the obligation to
purchase a Mortgage Loan on account of defective documentation,
as
described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution
of claims, termination of Subservicing Agreements or Seller's
Agreements, as appropriate, and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer would employ in its good
faith business judgment and which are normal and usual in its
general mortgage servicing activities. The Master Servicer shall
pay the costs of such enforcement at its own expense, and shall
be
reimbursed therefor only (i) from a general recovery resulting
from such enforcement to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Mortgage Loan
or
(ii) from a specific recovery of costs, expenses or attorneys
fees
against the party against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any
Subservicing Agreement that may exist in accordance with the
terms
and conditions of such Subservicing Agreement and without any
limitation by virtue of this Agreement; provided, however, that
in
the event of termination of any Subservicing Agreement by the
Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into
a Subservicing Agreement with a successor Subservicer which will
be bound by the terms of the related Subservicing Agreement. If
the Master Servicer or any Affiliate of Residential Funding acts
as servicer, it will not assume liability for the representations
and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a
successor Subservicer, the Master Servicer shall use reasonable
efforts to have the successor Subservicer assume liability for
the
representations and warranties made by the terminated Subservicer
in respect of the related Mortgage Loans and, in the event of any
such assumption by the successor Subservicer, the Master Servicer
may, in the exercise of its business judgment, release the
terminated Subservicer from liability for such representations
and
warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or
arrangements between the Master Servicer or a Subservicer or
reference to actions taken through a Subservicer or otherwise,
the
Master Servicer shall remain obligated and liable to the Trustee
and Certificateholders for the servicing and administering of the
Mortgage Loans in accordance with the provisions of Section 3.01
without diminution of such obligation or liability by virtue of
such Subservicing Agreements or arrangements or by virtue of
indemnification from the Subservicer or the Company and to the
same extent and under the same terms and conditions as if the
Master Servicer alone were servicing and administering the
Mortgage Loans. The Master Servicer shall be entitled to enter
into any agreement with a Subservicer or Seller for
indemnification of the Master Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such
indemnification.
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into
and any other transactions or services relating to the Mortgage
Loans involving a Subservicer in its capacity as such and not as
an originator shall be deemed to be between the Subservicer and
the Master Servicer alone and the Trustee and Certificateholders
shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the
Subservicer in its capacity as such except as set forth in
Section
3.06. The foregoing provision shall not in any way limit a
Subservicer's obligation to cure an omission or defect or to
repurchase a Mortgage Loan as referred to in Section 2.02 hereof.
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for any
reason no longer be the master servicer (including by reason of
an
Event of Default), the Trustee, its designee or its successor
shall thereupon assume all of the rights and obligations of the
Master Servicer under each Subservicing Agreement that may have
been entered into. The Trustee, its designee or the successor
servicer for the Trustee shall be deemed to have assumed all of
the Master Servicer's interest therein and to have replaced the
Master Servicer as a party to the Subservicing Agreement to the
same extent as if the Subservicing Agreement had been assigned to
the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the
Subservicing Agreement.
(b) The Master Servicer shall, upon request of the
Trustee but at the expense of the Master Servicer, deliver to the
assuming party all documents and records relating to each
Subservicing Agreement and the Mortgage Loans then being serviced
and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and
efficient
transfer of each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable
efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans, and shall, to the extent such
procedures shall be consistent with this Agreement and the terms
and provisions of any related Primary Insurance Policy, follow
such collection procedures as it would employ in its good faith
business judgment and which are normal and usual in its general
mortgage servicing activities. Consistent with the foregoing,
the
Master Servicer may in its discretion (i) waive any late payment
charge or any prepayment charge or penalty interest in connection
with the prepayment of a Mortgage Loan and (ii) extend the Due
Date for payments due on a Mortgage Loan in accordance with the
Program Guide, provided, however, that the Master Servicer shall
first determine that any such waiver or extension will not impair
the coverage of any related Primary Insurance Policy or
materially
adversely affect the lien of the related Mortgage. Consistent
with the terms of this Agreement, the Master Servicer may also
waive, modify or vary any term of any Mortgage Loan or consent to
the postponement of strict compliance with any such term or in
any
manner grant indulgence to any Mortgagor if in the Master
Servicer's determination such waiver, modification, postponement
or indulgence is not materially adverse to the interests of the
Certificateholders, provided, however, that the Master Servicer
may not modify materially or permit any Subservicer to modify any
Mortgage Loan, including without limitation any modification that
would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation
of the related Mortgage Loan or except in connection with
prepayments to the extent that such reamortization is not
inconsistent with the terms of the Mortgage Loan), or extend the
final maturity date of such Mortgage Loan, unless such Mortgage
Loan is in default or, in the judgment of the Master Servicer,
such default is reasonably foreseeable. In the event of any such
arrangement, the Master Servicer shall make timely advances on
the
related Mortgage Loan during the scheduled period in accordance
with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless
otherwise agreed to by the Holders of the Classes of Certificates
affected thereby.
(b) The Master Servicer shall establish and
maintain a Custodial Account in which the Master Servicer shall
deposit or cause to be deposited on a daily basis, except as
otherwise specifically provided herein, the following payments
and
collections remitted by Subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than
in respect of principal and interest on the Mortgage Loans due on
or before the Cut-off Date):
(i) All payments on account of principal,
including Principal Prepayments made by Mortgagors on the
Mortgage Loans and the principal component of any
Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition
has occurred;
(ii) All payments on account of interest at the
Adjusted Mortgage Rate on the Mortgage Loans, including
Buydown Funds, if any, and the interest component of any
Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition
has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds
(net of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and all amounts
required to be deposited in connection with the substitution
of a Qualified Substitute Mortgage Loan pursuant to Section
2.03 or 2.04;
(v) Any amounts required to be deposited pursuant
to Section 3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate
Account to the Custodial Account in accordance with Section
4.02(a).
The foregoing requirements for deposit in the Custodial Account
shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments on the
Mortgage
Loans which are not part of the Trust Fund (consisting of
payments
in respect of principal and interest on the Mortgage Loans due on
or before the Cut-off Date) and payments or collections in the
nature of prepayment charges or late payment charges or
assumption
fees may but need not be deposited by the Master Servicer in the
Custodial Account. In the event any amount not required to be
deposited in the Custodial Account is so deposited, the Master
Servicer may at any time withdraw such amount from the Custodial
Account, any provision herein to the contrary notwithstanding.
The Custodial Account may contain funds that belong to one or
more
trust funds created for mortgage pass-through certificates of
other series and may contain other funds respecting payments on
mortgage loans belonging to the Master Servicer or serviced or
master serviced by it on behalf of others. Notwithstanding such
commingling of funds, the Master Servicer shall keep records that
accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the
Mortgage Loans.
With respect to Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and the proceeds of the purchase of any
Mortgage Loan pursuant to Sections 2.02, 2.03, 2.04 and 4.07
received in any calendar month, the Master Servicer may elect to
treat such amounts as included in the Available Distribution
Amount for the Distribution Date in the month of receipt, but is
not obligated to do so. If the Master Servicer so elects, such
amounts will be deemed to have been received (and any related
Realized Loss shall be deemed to have occurred) on the last day
of
the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts
to cause the institution maintaining the Custodial Account to
invest the funds in the Custodial Account attributable to the
Mortgage Loans in Permitted Investments which shall mature not
later than the Certificate Account Deposit Date next following
the
date of such investment (with the exception of the Amount Held
for
Future Distribution) and which shall not be sold or disposed of
prior to their maturities. All income and gain realized from any
such investment shall be for the benefit of the Master Servicer
as
additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses
incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be
deposited in the Custodial Account by the Master Servicer out of
its own funds immediately as realized.
(d) The Master Servicer shall give notice to the
Trustee and the Company of any change in the location of the
Custodial Account and the location of the Certificate Account
prior to the use thereof.
Section 3.08. Subservicing Accounts;
Servicing Accounts.
(a) In those cases where a Subservicer is
servicing a Mortgage Loan pursuant to a Subservicing Agreement,
the Master Servicer shall cause the Subservicer, pursuant to the
Subservicing Agreement, to establish and maintain one or more
Subservicing Accounts which shall be an Eligible Account or, if
such account is not an Eligible Account, shall generally satisfy
the requirements of the Program Guide and be otherwise acceptable
to the Master Servicer and each Rating Agency. The Subservicer
will be required thereby to deposit into the Subservicing Account
on a daily basis all proceeds of Mortgage Loans received by the
Subservicer, less its Subservicing Fees and unreimbursed advances
and expenses, to the extent permitted by the Subservicing
Agreement. If the Subservicing Account is not an Eligible
Account, the Master Servicer shall be deemed to have received
such
monies upon receipt thereof by the Subservicer. The Subservicer
shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or
late charges or assumption fees. On or before the date specified
in the Program Guide, but in no event later than the
Determination
Date, the Master Servicer shall cause the Subservicer, pursuant
to
the Subservicing Agreement, to remit to the Master Servicer for
deposit in the Custodial Account all funds held in the
Subservicing Account with respect to each Mortgage Loan serviced
by such Subservicer that are required to be remitted to the
Master
Servicer. The Subservicer will also be required, pursuant to the
Subservicing Agreement, to advance on such scheduled date of
remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage
Loans for which payment was not received by the Subservicer.
This
obligation to advance with respect to each Mortgage Loan will
continue up to and including the first of the month following the
date on which the related Mortgaged Property is sold at a
foreclosure sale or is acquired by the Trust Fund by deed in lieu
of foreclosure or otherwise. All such advances received by the
Master Servicer shall be deposited promptly by it in the
Custodial
Account.
(b) The Subservicer may also be required, pursuant
to the Subservicing Agreement, to remit to the Master Servicer
for
deposit in the Custodial Account interest at the Adjusted
Mortgage
Rate on any Curtailment received by such Subservicer in respect
of
a Mortgage Loan from the related Mortgagor during any month that
is to be applied by the Subservicer to reduce the unpaid
principal
balance of the related Mortgage Loan as of the first day of such
month, from the date of application of such Curtailment to the
first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the
benefit of the Master Servicer as additional servicing
compensation and shall be subject to its withdrawal or order from
time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the
Certificate Account, the Master Servicer shall for any
Nonsubserviced Mortgage Loan, and shall cause the Subservicers
for
Subserviced Mortgage Loans to, establish and maintain one or more
Servicing Accounts and deposit and retain therein all collections
from the Mortgagors (or advances from Subservicers) for the
payment of taxes, assessments, hazard insurance premiums, Primary
Insurance Policy premiums, if applicable, or comparable items for
the account of the Mortgagors. Each Servicing Account shall
satisfy the requirements for a Subservicing Account and, to the
extent permitted by the Program Guide or as is otherwise
acceptable to the Master Servicer, may also function as a
Subservicing Account. Withdrawals of amounts related to the
Mortgage Loans from the Servicing Accounts may be made only to
effect timely payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if applicable, or
comparable items, to reimburse the Master Servicer or Subservicer
out of related collections for any payments made pursuant to
Sections 3.11 (with respect to the Primary Insurance Policy) and
3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay
interest, if required, to Mortgagors on balances in the Servicing
Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or
in accordance with the Program Guide. As part of its servicing
duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to
the
Mortgagors interest on funds in this account to the extent
required by law.
(d) The Master Servicer shall advance the payments
referred to in the preceding subsection that are not timely paid
by the Mortgagors or advanced by the Subservicers on the date
when
the tax, premium or other cost for which such payment is intended
is due, but the Master Servicer shall be required so to advance
only to the extent that such advances, in the good faith judgment
of the Master Servicer, will be recoverable by the Master
Servicer
out of Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation
and Information Regarding the Mortgage
Loans.
In the event that compliance with this Section 3.09
shall make any Class of Certificates legal for investment by
federally insured savings and loan associations, the Master
Servicer shall provide, or cause the Subservicers to provide, to
the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the
documentation regarding the Mortgage Loans required by applicable
regulations of the Office of Thrift Supervision, such access
being
afforded without charge but only upon reasonable request and
during normal business hours at the offices designated by the
Master Servicer. The Master Servicer shall permit such
representatives to photocopy any such documentation and shall
provide equipment for that purpose at a charge reasonably
approximating the cost of such photocopying to the Master
Servicer.
Section 3.10. Permitted Withdrawals from
the Custodial Account.
(a) The Master Servicer may, from time to time as
provided herein, make withdrawals from the Custodial Account of
amounts on deposit therein pursuant to Section 3.07 that are
attributable to the Mortgage Loans for the following purposes:
(i) to make deposits into the Certificate
Account in the amounts and in the manner provided for in
Section 4.01;
(ii) to reimburse itself or the related
Subservicer for previously unreimbursed advances or expenses
made pursuant to Sections 3.01, 3.08, 3.11, 3.12(a), 3.14
and 4.04 or otherwise reimbursable pursuant to the terms of
this Agreement, such withdrawal right being limited to
amounts received on particular Mortgage Loans (including,
for this purpose, REO Proceeds, Insurance Proceeds,
Liquidation Proceeds and proceeds from the purchase of a
Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07)
which represent (A) Late Collections of Monthly Payments for
which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) late
recoveries of the payments for which such advances were made
in the case of Servicing Advances;
(iii) to pay to itself or the related
Subservicer (if not previously retained by such Subservicer)
out of each payment received by the Master Servicer on
account of interest on a Mortgage Loan as contemplated by
Sections 3.14 and 3.16, an amount equal to that remaining
portion of any such payment as to interest (but not in
excess of the Servicing Fee and the Subservicing Fee, if not
previously retained) which, when deducted, will result in
the remaining amount of such interest being interest at the
Net Mortgage Rate on the amount specified in the
amortization schedule of the related Mortgage Loan as the
principal balance thereof at the beginning of the period
respecting which such interest was paid after giving effect
to any previous Curtailments;
(iv) to pay to itself as additional
servicing compensation any interest or investment income
earned on funds deposited in the Custodial Account that it
is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional
servicing compensation any Foreclosure Profits, and any
amounts remitted by Subservicers as interest in respect of
Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a
Seller, Residential Funding, the Company or any other
appropriate Person, as the case may be, with respect to each
Mortgage Loan or property acquired in respect thereof that
has been purchased or otherwise transferred pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received
thereon and not required to be distributed to
Certificateholders as of the date on which the related
Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related
Subservicer for any Nonrecoverable Advance or Advances in
the manner and to the extent provided in subsection (c)
below or any Advance reimbursable to the Master Servicer
pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for
expenses incurred by and reimbursable to it or the Company
pursuant to Sections 3.13, 3.14(c), 6.03, 10.01 or
otherwise;
(ix) to reimburse itself for amounts
expended by it (a) pursuant to Section 3.14 in good faith in
connection with the restoration of property damaged by an
Uninsured Cause, and (b) in connection with the liquidation
of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or
(viii) above; and
(x) to withdraw any amount deposited in
the Custodial Account that was not required to be deposited
therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant
to clauses (ii), (iii), (v) and (vi), the Master Servicer's
entitlement thereto is limited to collections or other recoveries
on the related Mortgage Loan, the Master Servicer shall keep and
maintain separate accounting, on a Mortgage Loan by Mortgage Loan
basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to
reimburse itself or the related Subservicer for any advance made
in respect of a Mortgage Loan that the Master Servicer determines
to be a Nonrecoverable Advance by withdrawal from the Custodial
Account of amounts on deposit therein attributable to the
Mortgage
Loans on any Certificate Account Deposit Date succeeding the date
of such determination. Such right of reimbursement in respect of
a Nonrecoverable Advance on any such Certificate Account Deposit
Date shall be limited to an amount not exceeding the portion of
such advance previously paid to Certificateholders (and not
theretofore reimbursed to the Master Servicer or the related
Subservicer).
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.
(a) The Master Servicer shall not take, or permit
any Subservicer to take, any action which would result in non-
coverage under any applicable Primary Insurance Policy of any
loss
which, but for the actions of the Master Servicer or Subservicer,
would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in
full force and effect each such Primary Insurance Policy until
the
principal balance of the related Mortgage Loan secured by a
Mortgaged Property is reduced to 80% or less of the Appraised
Value in the case of such a Mortgage Loan having a Loan-to-Value
Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the
Company had knowledge of such Primary Insurance Policy. In the
event that the Company gains knowledge that as of the Closing
Date, a Mortgage Loan had a Loan-to-Value Ratio at origination in
excess of 80% and is not the subject of a Primary Insurance
Policy
(and was not included in any exception to the representation in
Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer
shall use its reasonable efforts to obtain and maintain a Primary
Insurance Policy to the extent that such a policy is obtainable
at
a reasonable price. The Master Servicer shall not cancel or
refuse to renew any such Primary Insurance Policy applicable to a
Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that is in
effect
at the date of the initial issuance of the Certificates and is
required to be kept in force hereunder unless the replacement
Primary Insurance Policy for such canceled or non-renewed policy
is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass-through
certificates having a rating equal to or better than the lower of
the then-current rating or the rating assigned to the
Certificates
as of the Closing Date by such Rating Agency.
(b) In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to present or to cause the related Subservicer to
present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and Certificateholders, claims to the Insurer
under any Primary Insurance Policies, in a timely manner in
accordance with such policies, and, in this regard, to take or
cause to be taken such reasonable action as shall be necessary to
permit recovery under any Primary Insurance Policies respecting
defaulted Mortgage Loans. Pursuant to Section 3.07, any
Insurance
Proceeds collected by or remitted to the Master Servicer under
any
Primary Insurance Policies shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be
maintained for each Mortgage Loan (other than a Cooperative Loan)
fire insurance with extended coverage in an amount which is equal
to the lesser of the principal balance owing on such Mortgage
Loan
or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the
minimum amount required to fully compensate for any loss or
damage
on a replacement cost basis. To the extent it may do so without
breaching the related Subservicing Agreement, the Master Servicer
shall replace any Subservicer that does not cause such insurance,
to the extent it is available, to be maintained. The Master
Servicer shall also cause to be maintained on property acquired
upon foreclosure, or deed in lieu of foreclosure, of any Mortgage
Loan (other than a Cooperative Loan), fire insurance with
extended
coverage in an amount which is at least equal to the amount
necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to
Section 3.07, any amounts collected by the Master Servicer under
any such policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or
property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing
procedures)
shall be deposited in the Custodial Account, subject to
withdrawal
pursuant to Section 3.10. Any cost incurred by the Master
Servicer in maintaining any such insurance shall not, for the
purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under the
Mortgage Loan, notwithstanding that the terms of the Mortgage
Loan
so permit. Such costs shall be recoverable by the Master
Servicer
out of related late payments by the Mortgagor or out of Insurance
Proceeds and Liquidation Proceeds to the extent permitted by
Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or
maintained on property acquired in respect of a Mortgage Loan
other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such
additional
insurance. When the improvements securing a Mortgage Loan (other
than a Cooperative Loan) are located at the time of origination
of
such Mortgage Loan in a federally designated special flood hazard
area, the Master Servicer shall cause flood insurance (to the
extent available) to be maintained in respect thereof. Such
flood
insurance shall be in an amount equal to the lesser of (i) the
amount required to compensate for any loss or damage to the
Mortgaged Property on a replacement cost basis and (ii) the
maximum amount of such insurance available for the related
Mortgaged Property under the national flood insurance program
(assuming that the area in which such Mortgaged Property is
located is participating in such program).
In the event that the Master Servicer shall obtain and
maintain a blanket fire insurance policy with extended coverage
insuring against hazard losses on all of the Mortgage Loans, it
shall conclusively be deemed to have satisfied its obligations as
set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible
clause, in which case the Master Servicer shall, in the event
that
there shall not have been maintained on the related Mortgaged
Property a policy complying with the first sentence of this
Section 3.12(a) and there shall have been a loss which would have
been covered by such policy, deposit in the Certificate Account
the amount not otherwise payable under the blanket policy because
of such deductible clause. Any such deposit by the Master
Servicer shall be made on the Certificate Account Deposit Date
next preceding the Distribution Date which occurs in the month
following the month in which payments under any such policy would
have been deposited in the Custodial Account. In connection with
its activities as administrator and servicer of the Mortgage
Loans, the Master Servicer agrees to present, on behalf of
itself,
the Trustee and Certificateholders, claims under any such blanket
policy.
(b) The Master Servicer shall obtain and maintain
at its own expense and keep in full force and effect throughout
the term of this Agreement a blanket fidelity bond and an errors
and omissions insurance policy covering the Master Servicer's
officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this
Agreement. The amount of coverage shall be at least equal to the
coverage that would be required by FNMA or FHLMC, whichever is
greater, with respect to the Master Servicer if the Master
Servicer were servicing and administering the Mortgage Loans for
FNMA or FHLMC. In the event that any such bond or policy ceases
to be in effect, the Master Servicer shall obtain a comparable
replacement bond or policy from an issuer or insurer, as the case
may be, meeting the requirements, if any, of the Program Guide
and
acceptable to the Company. Coverage of the Master Servicer under
a policy or bond obtained by an Affiliate of the Master Servicer
and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification
Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the
Mortgagor, the Master Servicer or Subservicer, to the extent it
has knowledge of such conveyance, shall enforce any due-on-sale
clause contained in any Mortgage Note or Mortgage, to the extent
permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely
affect
or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed
to be in default under this Section 3.13(a) by reason of any
transfer or assumption which the Master Servicer is
restricted by law from preventing; and
(ii) if the Master Servicer determines that
it is reasonably likely that any Mortgagor will bring, or if
any Mortgagor does bring, legal action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause
contained in any Mortgage Note or Mortgage, the Master
Servicer shall not be required to enforce the due-on-sale
clause or to contest such action.
(b) Subject to the Master Servicer's duty to
enforce any due-on-sale clause to the extent set forth in Section
3.13(a), in any case in which a Mortgaged Property is to be
conveyed to a Person by a Mortgagor, and such Person is to enter
into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the
Trustee, or if an instrument of release signed by the Trustee is
required releasing the Mortgagor from liability on the Mortgage
Loan, the Master Servicer is authorized, subject to the
requirements of the sentence next following, to execute and
deliver, on behalf of the Trustee, the assumption agreement with
the Person to whom the Mortgaged Property is to be conveyed and
such modification agreement or supplement to the Mortgage Note or
Mortgage or other instruments as are reasonable or necessary to
carry out the terms of the Mortgage Note or Mortgage or otherwise
to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided,
however, none of such terms and requirements shall both
constitute
a "significant modification" effecting an exchange or reissuance
of such Mortgage Loan under the Code (or final, temporary or
proposed Treasury Regulations promulgated thereunder) and cause
either REMIC I or REMIC II to fail to qualify as such under the
Code. The Master Servicer shall execute and deliver such
documents only if it reasonably determines that (i) its execution
and delivery thereof will not conflict with or violate any terms
of this Agreement or cause the unpaid balance and interest on the
Mortgage Loan to be uncollectible in whole or in part, (ii) any
required consents of insurers under any Required Insurance
Policies have been obtained and (iii) subsequent to the closing
of
the transaction involving the assumption or transfer (A) the
Mortgage Loan will continue to be secured by a first mortgage
lien
pursuant to the terms of the Mortgage, (B) such transaction will
not adversely affect the coverage under any Required Insurance
Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan
(including the interest rate on the Mortgage Loan) will be
altered
nor will the term of the Mortgage Loan be changed and (E) if the
seller/transferor of the Mortgaged Property is to be released
from
liability on the Mortgage Loan, such release will not (based on
the Master Servicer's or Subservicer's good faith determination)
adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in
accordance with the foregoing, the Trustee shall execute any
necessary instruments for such assumption or substitution of
liability as directed by the Master Servicer. Upon the closing
of
the transactions contemplated by such documents, the Master
Servicer shall cause the originals or true and correct copies of
the assumption agreement, the release (if any), or the
modification or supplement to the Mortgage Note or Mortgage to be
delivered to the Trustee or the Custodian and deposited with the
Mortgage File for such Mortgage Loan. Any fee collected by the
Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be
retained
by the Master Servicer or such Subservicer as additional
servicing
compensation.
(c) The Master Servicer or the related
Subservicer, as the case may be, shall be entitled to approve a
request from a Mortgagor for a partial release of the related
Mortgaged Property, the granting of an easement thereon in favor
of another Person, any alteration or demolition of the related
Mortgaged Property or other similar matters if it has determined,
exercising its good faith business judgment in the same manner as
it would if it were the owner of the related Mortgage Loan, that
the security for, and the timely and full collectability of, such
Mortgage Loan would not be adversely affected thereby and that
neither REMIC I nor REMIC II would fail to continue to qualify as
a REMIC under the Code as a result thereof. Any fee collected by
the Master Servicer or the related Subservicer for processing
such
a request will be retained by the Master Servicer or such
Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and
conditions of this Agreement, the Trustee and Master Servicer
shall be entitled to approve an assignment in lieu of
satisfaction
with respect to any Mortgage Loan, provided the obligee with
respect to such Mortgage Loan following such proposed assignment
provides the Trustee and Master Servicer with a "Lender
Certification for Assignment of Mortgage Loan" in the form
attached hereto as Exhibit O, in form and substance satisfactory
to the Trustee and Master Servicer, providing the following: (i)
that the Mortgage Loan is secured by Mortgaged Property located
in
a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage
recording taxes or otherwise comply with, or facilitate a
refinancing under, the laws of such jurisdiction; (ii) that the
substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and that the form of the
transaction is solely to comply with, or facilitate the
transaction under, such local laws; (iii) that the Mortgage Loan
following the proposed assignment will have a rate of interest at
least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that
such assignment is at the request of the borrower under the
related Mortgage Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the Master
Servicer shall receive cash in an amount equal to the unpaid
principal balance of and accrued interest on such Mortgage Loan
and the Master Servicer shall treat such amount as a Principal
Prepayment in Full with respect to such Mortgage Loan for all
purposes hereof.
Section 3.14. Realization Upon Defaulted
Mortgage Loans.
(a) The Master Servicer shall foreclose upon or
otherwise comparably convert (which may include an REO
Acquisition) the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.07. In connection with
such foreclosure or other conversion, the Master Servicer shall,
consistent with Section 3.11, follow such practices and
procedures
as it shall deem necessary or advisable, as shall be normal and
usual in its general mortgage servicing activities and as shall
be
required or permitted by the Program Guide; provided that the
Master Servicer shall not be liable in any respect hereunder if
the Master Servicer is acting in connection with any such
foreclosure or other conversion in a manner that is consistent
with the provisions of this Agreement. The Master Servicer,
however, shall not be required to expend its own funds in
connection with any foreclosure, or attempted foreclosure which
is
not completed, or towards the restoration of any property unless
it shall determine (i) that such restoration and/or foreclosure
will increase the proceeds of liquidation of the Mortgage Loan to
Holders of Certificates of one or more Classes after
reimbursement
to itself for such expenses and (ii) that such expenses will be
recoverable to it through Liquidation Proceeds, Insurance
Proceeds, or REO Proceeds (respecting which it shall have
priority
for purposes of withdrawals from the Custodial Account pursuant
to
Section 3.10, whether or not such expenses are actually
recoverable from related Liquidation Proceeds, Insurance Proceeds
or REO Proceeds). In the event of a determination by the Master
Servicer pursuant to this Section 3.14(a), the Master Servicer
shall be entitled to reimbursement of its funds so expended
pursuant to Section 3.10. Concurrently with the foregoing, the
Master Servicer may pursue any remedies that may be available in
connection with a breach of a representation and warranty with
respect to any such Mortgage Loan in accordance with Sections
2.03
and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with
respect to the Mortgage Loans and remedies in connection with a
breach of a representation and warranty if the Master Servicer
determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO
Disposition, following the deposit in the Custodial Account of
all
Insurance Proceeds, Liquidation Proceeds and other payments and
recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing
Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the
Trustee shall execute and deliver such instruments of transfer or
assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or
its designee, as the case may be, the related Mortgage Loan, and
thereafter such Mortgage Loan shall not be part of the Trust
Fund.
Notwithstanding the foregoing or any other provision of this
Agreement, in the Master Servicer's sole discretion with respect
to any defaulted Mortgage Loan or REO Property as to either of
the
following provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all amounts
expected by the Master Servicer to be received in connection with
the related defaulted Mortgage Loan or REO Property have been
received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any
other unscheduled collections or the amount of any Realized Loss,
the Master Servicer may take into account minimal amounts of
additional receipts expected to be received or any estimated
additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO
Property.
(b) In the event that title to any Mortgaged
Property is acquired by REMIC I as an REO Property by foreclosure
or by deed in lieu of foreclosure, the deed or certificate of
sale
shall be issued to the Trustee or to its nominee on behalf of
Certificateholders. Notwithstanding any such acquisition of
title
and cancellation of the related Mortgage Loan, such REO Property
shall (except as otherwise expressly provided herein) be
considered to be an Outstanding Mortgage Loan held in REMIC I
until such time as the REO Property shall be sold. Consistent
with the foregoing for purposes of all calculations hereunder so
long as such REO Property shall be considered to be an
Outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have
been discharged, such Mortgage Note and the related amortization
schedule in effect at the time of any such acquisition of title
(after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar
proceeding or any moratorium or similar waiver or grace period)
remain in effect.
(c) In the event that REMIC I acquires any REO
Property as aforesaid or otherwise in connection with a default
or
imminent default on a Mortgage Loan, the Master Servicer shall
dispose of such REO Property within two years after its
acquisition by REMIC I for purposes of Section 860G(a)(8) of the
Code or, at the expense of the Trust Fund, request, more than 60
days before the day on which the two-year grace period would
otherwise expire, an extension of the two-year grace period
unless
the Master Servicer obtains for the Trustee an Opinion of
Counsel,
addressed to the Trustee and the Master Servicer, to the effect
that the holding by REMIC I of such REO Property subsequent to
such two-year period will not result in the imposition of taxes
on
"prohibited transactions" as defined in Section 860F of the Code
or cause REMIC I to fail to qualify as a REMIC at any time that
any Uncertificated REMIC I Regular Interests are outstanding, in
which case REMIC I may continue to hold such REO Property
(subject
to any conditions contained in such Opinion of Counsel). The
Master Servicer shall be entitled to be reimbursed from the
Custodial Account for any costs incurred in obtaining such
Opinion
of Counsel, as provided in Section 3.10. Notwithstanding any
other provision of this Agreement, no REO Property acquired by
REMIC I shall be rented (or allowed to continue to be rented) or
otherwise used by or on behalf of REMIC I in such a manner or
pursuant to any terms that would (i) cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject REMIC I to the
imposition of any federal income taxes on the income earned from
such REO Property, including any taxes imposed by reason of
Section 860G(c) of the Code, unless the Master Servicer has
agreed
to indemnify and hold harmless REMIC I with respect to the
imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO
Disposition or purchase or repurchase of any Mortgage Loan
pursuant to the terms of this Agreement, as well as any recovery
resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order
of priority: first, to reimburse the Master Servicer or the
related Subservicer in accordance with Section 3.10(a)(ii);
second, to the Certificateholders to the extent of accrued and
unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate to the Due Date prior to the
Distribution Date on which such amounts are to be distributed;
third, to the Certificateholders as a recovery of principal on
the
Mortgage Loan (or REO Property); fourth, to all Servicing Fees
and
Subservicing Fees payable therefrom (and the Master Servicer and
the Subservicer shall have no claims for any deficiencies with
respect to such fees which result from the foregoing allocation);
and fifth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of
any Mortgage Loan, or upon the receipt by the Master Servicer of
a
notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer will immediately
notify the Trustee (if it holds the related Mortgage File) or the
Custodian by a certification of a Servicing Officer (which
certification shall include a statement to the effect that all
amounts received or to be received in connection with such
payment
which are required to be deposited in the Custodial Account
pursuant to Section 3.07 have been or will be so deposited),
substantially in one of the forms attached hereto as Exhibit H
requesting delivery to it of the Mortgage File. Upon receipt of
such certification and request, the Trustee shall promptly
release, or cause the Custodian to release, the related Mortgage
File to the Master Servicer. The Master Servicer is authorized
to
execute and deliver to the Mortgagor the request for
reconveyance,
deed of reconveyance or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of
cancellation thereon. No expenses incurred in connection with
any
instrument of satisfaction or deed of reconveyance shall be
chargeable to the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the
servicing or foreclosure of any Mortgage Loan, the Master
Servicer
shall deliver to the Custodian, with a copy to the Trustee, a
certificate of a Servicing Officer substantially in one of the
forms attached as Exhibit H hereto, requesting that possession of
all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any
insurance coverage provided in respect of the Mortgage Loan under
any Required Insurance Policy. Upon receipt of the foregoing,
the
Trustee shall deliver, or cause the Custodian to deliver, the
Mortgage File or any document therein to the Master Servicer.
The
Master Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Trustee, or the
Custodian as agent for the Trustee when the need therefor by the
Master Servicer no longer exists, unless (i) the Mortgage Loan
has
been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Custodial Account or
(ii)
the Mortgage File or such document has been delivered directly or
through a Subservicer to an attorney, or to a public trustee or
other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-
judicially, and the Master Servicer has delivered directly or
through a Subservicer to the Trustee a certificate of a Servicing
Officer certifying as to the name and address of the Person to
which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Trustee shall deliver the
Request for Release with respect thereto to the Master Servicer
upon deposit of the related Liquidation Proceeds in the Custodial
Account.
(c) The Trustee or the Master Servicer on the
Trustee's behalf shall execute and deliver to the Master
Servicer,
if necessary, any court pleadings, requests for trustee's sale or
other documents necessary to the foreclosure or trustee's sale in
respect of a Mortgaged Property or to any legal action brought to
obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or
Mortgage
or otherwise available at law or in equity. Together with such
documents or pleadings (if signed by the Trustee), the Master
Servicer shall deliver to the Trustee a certificate of a
Servicing
Officer requesting that such pleadings or documents be executed
by
the Trustee and certifying as to the reason such documents or
pleadings are required and that the execution and delivery
thereof
by the Trustee will not invalidate any insurance coverage under
any Required Insurance Policy or invalidate or otherwise affect
the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation;
Compensating Interest.
(a) The Master Servicer, as compensation for its
activities hereunder, shall be entitled to receive on each
Distribution Date the amounts provided for by clauses (iii),
(iv),
(v) and (vi) of Section 3.10(a), subject to clause (e) below.
The
amount of servicing compensation provided for in such clauses
shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis.
In the event that Liquidation Proceeds, Insurance Proceeds and
REO
Proceeds (net of amounts reimbursable therefrom pursuant to
Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO
Disposition exceed the unpaid principal balance of such Mortgage
Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, the Master Servicer
shall be entitled to retain therefrom and to pay to itself and/or
the related Subservicer any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.
(b) Additional servicing compensation in the form
of prepayment charges, assumption fees, late payment charges,
investment income on amounts in the Custodial Account or the
Certificate Account or otherwise shall be retained by the Master
Servicer or the Subservicer to the extent provided herein,
subject
to clause (e) below.
(c) The Master Servicer shall be required to pay,
or cause to be paid, all expenses incurred by it in connection
with its servicing activities hereunder (including payment of
premiums for the Primary Insurance Policies, if any, to the
extent
such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any
Custodian) and shall not be entitled to reimbursement therefor
except as specifically provided in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive
servicing compensation may not be transferred in whole or in part
except in connection with the transfer of all of its
responsibilities and obligations of the Master Servicer under
this
Agreement.
(e) Notwithstanding any other provision herein,
the amount of servicing compensation that the Master Servicer
shall be entitled to receive for its activities hereunder for the
period ending on each Distribution Date shall be reduced (but not
below zero) by an amount equal to Compensating Interest (if any)
for such Distribution Date. Such reduction shall be applied
during such period as follows: first, to any Servicing Fee or
Subservicing Fee to which the Master Servicer is entitled
pursuant
to Section 3.10(a)(iii); second, to any income or gain realized
from any investment of funds held in the Custodial Account or the
Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third,
to any amounts of servicing compensation to which the Master
Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). In
making such reduction, the Master Servicer (i) will not withdraw
from the Custodial Account any such amount representing all or a
portion of the Servicing Fee to which it is entitled pursuant to
Section 3.10(a)(iii); (ii) will not withdraw from the Custodial
Account or Certificate Account any such amount to which it is
entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) will
not
withdraw from the Custodial Account any such amount of servicing
compensation to which it is entitled pursuant to Section
3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee
and the Company.
Not later than fifteen days after each Distribution
Date, the Master Servicer shall forward to the Trustee and the
Company a statement, certified by a Servicing Officer, setting
forth the status of the Custodial Account as of the close of
business on such Distribution Date as it relates to the Mortgage
Loans and showing, for the period covered by such statement, the
aggregate of deposits in or withdrawals from the Custodial
Account
in respect of the Mortgage Loans for each category of deposit
specified in Section 3.07 and each category of withdrawal
specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and
the Trustee on or before March 31 of each year, beginning with
the
first March 31 that occurs at least six months after the Cut-off
Date, an Officers' Certificate stating, as to each signer
thereof,
that (i) a review of the activities of the Master Servicer during
the preceding calendar year and of its performance under the
pooling and servicing agreements, including this Agreement, has
been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master
Servicer has fulfilled all of its material obligations in all
material respects throughout such year, or, if there has been a
default in the fulfillment in all material respects of any such
obligation relating to this Agreement, specifying each such
default known to such officer and the nature and status thereof
and (iii) to the best of such officers' knowledge, each
Subservicer has fulfilled its material obligations under its
Subservicing Agreement in all material respects, or if there has
been a material default in the fulfillment of such obligations
relating to this Agreement, specifying such default known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants'
Servicing Report.
On or before March 31 of each year, beginning with the
first March 31 that occurs at least six months after the Cut-off
Date, the Master Servicer at its expense shall cause a firm of
Independent public accountants which is a member of the American
Institute of Certified Public Accountants to furnish a statement
to the Company and the Trustee to the effect that such firm has
examined certain documents and records relating to the servicing
of the mortgage loans under pooling and servicing agreements
(including this Agreement) substantially similar one to another
(such statement to have attached thereto a schedule setting forth
the pooling and servicing agreements covered thereby, including
this Agreement) and that, on the basis of such examination
conducted substantially in compliance with the Uniform Single
Audit Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FHLMC, such servicing has been conducted
in
compliance with such pooling and servicing agreements except for
such significant exceptions or errors in records that, in the
opinion of such firm, the Uniform Single Audit Program for
Mortgage Bankers or the Audit Program for Mortgages serviced for
FHLMC requires it to report. In rendering such statement, such
firm may rely, as to matters relating to direct servicing of
mortgage loans by Subservicers, upon comparable statements for
examinations conducted substantially in compliance with the
Uniform Single Audit Program for Mortgage Bankers or the Audit
Program for Mortgages serviced for FHLMC (rendered within one
year
of such statement) of Independent public accountants with respect
to the related Subservicer. For purposes of such statement, such
firm may conclusively assume that all pooling and servicing
agreements among the Company, the Master Servicer and the Trustee
relating to Mortgage Pass-Through Certificates evidencing an
interest in first mortgage loans are substantially similar one to
another except for any such pooling and servicing agreement
which,
by its terms, specifically states otherwise.
Section 3.20. Rights of the Company in Respect
of the Master Servicer.
The Master Servicer shall afford the Company, upon
reasonable notice, during normal business hours access to all
records maintained by the Master Servicer in respect of its
rights
and obligations hereunder and access to officers of the Master
Servicer responsible for such obligations. Upon request, the
Master Servicer shall furnish the Company with its most recent
financial statements and such other information as the Master
Servicer possesses regarding its business, affairs, property and
condition, financial or otherwise. The Master Servicer shall
also
cooperate with all reasonable requests for information including,
but not limited to, notices, tapes and copies of files, regarding
itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The
Company may, but is not obligated to, enforce the obligations of
the Master Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer hereunder or exercise the rights of the
Master Servicer hereunder; provided that the Master Servicer
shall
not be relieved of any of its obligations hereunder by virtue of
such performance by the Company or its designee. The Company
shall not have any responsibility or liability for any action or
failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the
Subservicer has deposited Buydown Funds in an account that
satisfies the requirements for a Subservicing Account (the
"Buydown Account"). The Master Servicer shall cause the
Subservicing Agreement to require that upon receipt from the
Mortgagor of the amount due on a Due Date for each Buydown
Mortgage Loan, the Subservicer will withdraw from the Buydown
Account the predetermined amount that, when added to the amount
due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of
the Subservicing Agreement to the Master Servicer together with
the related payment made by the Mortgagor or advanced by the
Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan
prepays such loan in its entirety during the period (the "Buydown
Period") when Buydown Funds are required to be applied to such
Buydown Mortgage Loan, the Subservicer shall be required to
withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related
buydown agreement. The amount of Buydown Funds which may be
remitted in accordance with the related buydown agreement may
reduce the amount required to be paid by the Mortgagor to fully
prepay the related Mortgage Loan. If the Mortgagor on a Buydown
Mortgage Loan defaults on such Mortgage Loan during the Buydown
Period and the property securing such Buydown Mortgage Loan is
sold in the liquidation thereof (either by the Master Servicer or
the insurer under any related Primary Insurance Policy), the
Subservicer shall be required to withdraw from the Buydown
Account
the Buydown Funds for such Buydown Mortgage Loan still held in
the
Buydown Account and remit the same to the Master Servicer in
accordance with the terms of the Subservicing Agreement for
deposit in the Custodial Account or, if instructed by the Master
Servicer, pay to the insurer under any related Primary Insurance
Policy if the Mortgaged Property is transferred to such insurer
and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding
sentence will be deemed to reduce the amount owed on the Mortgage
Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall
establish and maintain a Certificate Account in which the Master
Servicer shall cause to be deposited on behalf of the Trustee on
or before 2:00 P.M. New York time on each Certificate Account
Deposit Date by wire transfer of immediately available funds an
amount equal to the sum of (i) any Advance for the immediately
succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a),
(iii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all
other amounts constituting the Available Distribution Amount for
the immediately succeeding Distribution Date.
(b) The Trustee shall, upon written request from the
Master Servicer, invest or cause the institution maintaining the
Certificate Account to invest the funds in the Certificate
Account
in Permitted Investments designated in the name of the Trustee
for
the benefit of the Certificateholders, which shall mature not
later than the Business Day next preceding the Distribution Date
next following the date of such investment (except that (i) any
investment in the institution with which the Certificate Account
is maintained may mature on such Distribution Date and (ii) any
other investment may mature on such Distribution Date if the
Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on
such Distribution Date, pending receipt thereof to the extent
necessary to make distributions on the Certificates) and shall
not
be sold or disposed of prior to maturity. Subject to Section
3.16(e), all income and gain realized from any such investment
shall be for the benefit of the Master Servicer and shall be
subject to its withdrawal or order from time to time. The amount
of any losses incurred in respect of any such investments shall
be
deposited in the Certificate Account by the Master Servicer out
of
its own funds immediately as realized.
Section 4.02. Distributions.
(a) On each Distribution Date the Master Servicer on
behalf of the Trustee or the Paying Agent appointed by the
Trustee, shall distribute to the Master Servicer, in the case of
a
distribution pursuant to Section 4.02(a)(iii), the amount
required
to be distributed to the Master Servicer or a Subservicer
pursuant
to Section 4.02(a)(iii), and to each Certificateholder of record
on the next preceding Record Date (other than as provided in
Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to
the
account of such Certificateholder at a bank or other entity
having
appropriate facilities therefor, if such Certificateholder has so
notified the Master Servicer or the Paying Agent, as the case may
be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed
to such Certificateholder at the address of such Holder appearing
in the Certificate Register such Certificateholder's share (based
on the aggregate of the Percentage Interests represented by
Certificates of the applicable Class held by such Holder) of the
following amounts, in the following order of priority (subject to
the provisions of Section 4.02(b)), in each case to the extent of
the Available Distribution Amount:
(i) to the Class A Certificateholders (other than
the Class A-7 Certificateholders, to the extent of Class A-7
Component E) and Class R Certificateholders on a pro rata
basis based on Accrued Certificate Interest payable thereon,
Accrued Certificate Interest on such Classes of Certificates
as applicable for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
provided that if such Distribution Date is on or prior to
the Accretion Termination Date, no distribution shall be
made pursuant to this clause (i) to the Class A-7
Certificateholders (to the extent of Accrued Certificate
Interest on Class A-7 Component G for such Distribution
Date) to the extent that Accrued Certificate Interest is not
then payable in accordance with Section 4.02(d);
(ii) (X) to the Class A-7 Certificateholders,
the Class A-7 Component E Principal Distribution Amount; and
(Y) to the Class A Certificateholders
(other than the Class A-8 and Class A-9 Certificateholders)
and Class R Certificateholders, in the priorities and
amounts set forth in Section 4.02(b)(ii)-(vii) and (c), the
sum of the following (applied to reduce the Certificate
Principal Balances of such Class A or Class R Certificates,
as applicable):
(A) the Senior Percentage for such
Distribution Date times the sum of the following:
(1) the principal portion of each
Monthly Payment due during the related Due
Period on each Outstanding Mortgage Loan
(other than the related Discount Fraction of
the principal portion of such payment with
respect to a Discount Mortgage Loan), whether
or not received on or prior to the related
Determination Date, minus the principal
portion of any Debt Service Reduction (other
than the related Discount Fraction of the
principal portion of such Debt Service
Reductions with respect to each Discount
Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated Principal Balance of
any Mortgage Loan repurchased during the
related Prepayment Period (or deemed to have
been so repurchased in accordance with Section
3.07(b)) pursuant to Section 2.02, 2.03, 2.04
or 4.07 and the amount of any shortfall
deposited in the Custodial Account in
connection with the substitution of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04
during the related Prepayment Period (other
than the related Discount Fraction of such
Stated Principal Balance or shortfall with
respect to a Discount Mortgage Loan); and
(3) the principal portion of all
other unscheduled collections (other than
Principal Prepayments in Full and Curtailments
and amounts received in connection with a Cash
Liquidation or REO Disposition of a Mortgage
Loan described in Section 4.02(a)(ii)(Y)(B),
including without limitation Insurance
Proceeds, Liquidation Proceeds and REO
Proceeds) received during the related
Prepayment Period (or deemed to have been so
received in accordance with Section 3.07(b))
to the extent applied by the Master Servicer
as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 (other
than the related Discount Fraction of the
principal portion of such unscheduled,
collections, with respect to a Discount
Mortgage Loan);
(B) with respect to each Mortgage Loan for
which a Cash Liquidation or a REO Disposition occurred
during the related Prepayment Period (or was deemed to
have occurred during such period in accordance with
Section 3.07(b)) and did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount
equal to the lesser of (a) the Senior Percentage for
such Distribution Date times the Stated Principal
Balance of such Mortgage Loan (other than the related
Discount Fraction of such Stated Principal Balance,
with respect to a Discount Mortgage Loan) and (b) the
Senior Accelerated Distribution Percentage for such
Distribution Date times the related unscheduled
collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to
the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage Loan
pursuant to Section 3.14 (in each case other than the
portion of such unscheduled collections, with respect
to a Discount Mortgage Loan included in Section
4.02(b)(i)(C));
(C) the Senior Accelerated Distribution
Percentage for such Distribution Date times the
aggregate of all Principal Prepayments in Full and
Curtailments received in the related Prepayment Period
(other than the related Discount Fraction of such
Principal Prepayments in Full and Curtailments, with
respect to a Discount Mortgage Loan);
(D) any Excess Subordinate Principal
Amount for such Distribution Date;
(E) if such Distribution Date is on or
prior to the Accretion Termination Date, the Accrued
Certificate Interest on Class A-7 Component G that
would otherwise be distributed to the Class A-7
Certificates on such Distribution Date, to the extent
added to the amount of such Component on such
Distribution Date in accordance with Section 4.02(d)
(the "Accrual Distribution Amount");
(F) any amounts described in subsection
(ii)(Y), clauses (A), (B), (C) and (E) of this Section
4.02(a), as determined for any previous Distribution
Date, which remain unpaid after application of amounts
previously distributed pursuant to this clause (F) to
the extent that such amounts are not attributable to
Realized Losses which have been allocated to the Class
M Certificates or Class B Certificates;
(iii) if the Certificate Principal Balances of the
Class M Certificates and Class B Certificates have not been
reduced to zero, to the Master Servicer or a Subservicer, by
remitting for deposit to the Custodial Account, to the
extent of and in reimbursement for any Advances or
Subservicer Advances previously made with respect to any
Mortgage Loan or REO Property which remain unreimbursed in
whole or in part following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property, minus any
such Advances that were made with respect to delinquencies
that ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates,
the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution
Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates,
an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date, minus (y) the amount of any Class A-7
Component E Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(vii),
(ix), (xi), (xiii), (xv) and (xvii) are insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates,
the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution
Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates,
an amount equal to the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution
Date, minus (y) the amount of any Class A-7 Component E
Collection Shortfalls remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(ix), (xi),
(xiii), (xv) and (xvii) are insufficient therefor, applied
in reduction of the Certificate Principal Balance of the
Class M-2 Certificates;
(viii) to the Holders of the Class M-3
Certificates,
the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution
Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates,
an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-7
Component E Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(xi),
(xiii), (xv) and (xvii) are insufficient therefor, applied
in reduction of the Certificate Principal Balance of the
Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates,
the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution
Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates,
an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-7
Component E Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(xiii),
(xv) and (xvii) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class
B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates,
the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution
Date, except as provided below;
(xiii) to the Holders of the Class B-2
Certificates,
an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-7
Component E Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(xv) and
(xvii) are insufficient therefor, applied in reduction of
the Certificate Principal Balance of the Class B-2
Certificates;
(xiv) to the Holders of the Class B-3 Certificates,
the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution
Date, except as provided below;
(xv) to the Holders of the Class B-3 Certificates,
an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-7
Component E Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Section 4.02(a) (xvii)
are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-3 Certificates;
(xvi) to the Holders of the Class B-4 Certificates,
the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution
Date, except as provided below;
(xvii) to the Holders of the Class B-4
Certificates,
an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-7
Component E Collection Shortfalls remaining unpaid for all
previous Distribution Dates, applied in reduction of the
Certificate Principal Balance of the Class B-4 Certificates;
(xviii) to the Class A Certificateholders (other
than
the Class A-8 and Class A-9 Certificateholders) and Class R
Certificateholders in the priority set forth in Section
4.02(b), the portion, if any, of the Available Distribution
Amount remaining after the foregoing distributions, applied
to reduce the Certificate Principal Balances of such Class A
and Class R Certificates, but in no event more than the sum
of the outstanding Certificate Principal Balances of each
such Class of Class A and Class R Certificates, and
thereafter, to each Class of Class M Certificates then
outstanding beginning with such Class with the lowest
numerical designation, any portion of the Available
Distribution Amount remaining after the Class A Certificates
(other than the Class A-8 and Class A-9 Certificates) and
Class R Certificates have been retired, applied to reduce
the Certificate Principal Balance of each such Class of
Class M Certificates, but in no event more than the
outstanding Certificate Principal Balance of each such Class
of Class M Certificates; and thereafter to each such Class
of Class B Certificates then outstanding beginning with such
Class with the lowest numerical designation, any portion of
the Available Distribution Amount remaining after the Class
M Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of Class B
Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Class B
Certificates; and
(xix) to the Class R-I Certificateholders, the
balance, if any, of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution
Date, with respect to the Class of Class B Certificates
outstanding on such Distribution Date with the highest numerical
designation, or in the event the Class B Certificates are no
longer outstanding, the Class of Class M Certificates then
outstanding with the highest numerical designation, or in the
event the Class B Certificates and Class M Certificates are no
longer outstanding, the Class A and Class R Certificates, Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date will be distributable only to the extent that
such unpaid Accrued Certificate Interest was attributable to
interest shortfalls relating to Nonrecoverable Advances as
determined by the Master Servicer with respect to the related
Mortgage Loan where such Mortgage Loan has not yet been the
subject of a Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates
(other than the Class A-7 Certificates, to the extent of Class
A-7
Component D and Class A-7 Component F, and the Class A-8 and
Class
A-9 Certificates) and Class R Certificates on each Distribution
Date occurring prior to the occurrence of the Credit Support
Depletion Date will be made as follows:
(i) first, to the Class A-7 Certificates, until
the Certificate Principal Balance thereof is reduced to
zero, an amount (the "Class A-7 Component E Principal
Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the
principal portion of each Monthly Payment on each
Discount Mortgage Loan due during the related Due
Period, whether or not received on or prior to the
related Determination Date, minus the Discount
Fraction of the principal portion of any related Debt
Service Reduction which together with other Bankruptcy
Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the
principal portion of all unscheduled collections on
each Discount Mortgage Loan received during the
preceding calendar month (other than amounts received
in connection with a Cash Liquidation or REO
Disposition of a Discount Mortgage Loan described in
clause (C) below), including Principal Prepayments in
Full, Curtailments and repurchases (including deemed
repurchases under Section 3.07(b)) of Discount
Mortgage Loans (or, in the case of a substitution of a
Deleted Mortgage Loan, the Discount Fraction of the
amount of any shortfall deposited in the Custodial
Account in connection with such substitution;
(C) in connection with the Final
Disposition of a Discount Mortgage Loan that did not
result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the lesser of
(1) the applicable Discount Fraction of the Stated
Principal Balance of such Discount Mortgage Loan
immediately prior to such Distribution Date and (2)
the aggregate amount of the Discount Portion of the
collections on such Mortgage Loan to the extent
applied as recoveries of principal;
(D) any amounts allocable to principal for
any previous Distribution Date (calculated pursuant to
clauses (A) through (C) above) that remain
undistributed; and
(E) the amount of any Class A-7 Component
E Collection Shortfalls for such Distribution Date
and the amount of any Class A-7 Component E Collection
Shortfalls remaining unpaid for all previous
Distribution Dates, but only to the extent of the
Eligible Funds for such Distribution Date;
(ii) the Senior Principal Distribution Amount less
the Accrual Distribution Amount (the "Adjusted Senior
Principal Distribution Amount") shall be distributed to the
Class R-I Certificates and Class R-II Certificates,
concurrently, with the amount to be distributed allocated to
the Class R-I Certificates and Class R-II Certificates on a
pro rata basis in proportion to their respective Certificate
Principal Balances, in reduction of the Certificate
Principal Balances of such Certificates, until their
respective Certificate Principal Balances are reduced to
zero;
(iii) an amount equal to the lesser of (1) the
balance of the Adjusted Senior Principal Distribution Amount
remaining after the distribution, if any, described in
clause (ii) above and (2) the aggregate amount (the "PAC I
Principal Amount") necessary to reduce the outstanding
Certificate Principal Balances of the Class A-1, Class A-2
and Class A-3 Certificates and the amount of the PAC I
Component to their respective Planned Principal Balances of
each such class or component for such Distribution Date,
shall be distributed in reduction of the Certificate
Principal Balances of the classes set forth below and of the
amount of the PAC I Component set forth below as follows:
(A) first, to the Class A-1 Certificates
until the Certificate Principal Balance thereof has
been reduced to its Planned Principal Balance;
(B) second, to the Class A-2 Certificates
until the Certificate Principal Balance thereof has
been reduced to its Planned Principal Balance;
(C) third, to the Class A-3 Certificates,
until the Certificate Principal Balance thereof has
been reduced to its Planned Principal Balance; and
(D) fourth, to the Class A-7 Certificates,
with the amounts so distributed to be allocated in
reduction of Class A-7 Component A, until the amount
of Class A-7 Component A has been reduced to its
Planned Principal Balance;
(iv) an amount equal to the lesser of (1)
the balance of the Adjusted Senior Principal Distribution
Amount remaining after the distributions described in
clauses (ii) and (iii) above and (2) the aggregate amount
(the "PAC II Principal Amount") necessary to reduce the
outstanding Certificate Principal Balances of the PAC II
Certificates and the amount of Class A-7 Component B to
their respective Planned Principal Balances of each such
class or component for such Distribution Date, shall be
distributed in reduction of the Certificate Principal
Balance of the class set forth below and of the amount of
Class A-7 Component B set forth below as follows:
(A) first, to the Class A-4 Certificates,
until the Certificate Principal Balance thereof has
been reduced to its Planned Principal Balance; and
(B) second, to the Class A-7 Certificates,
with the amounts so distributed to be allocated in
reduction of Class A-7 Component B, until the amount
of Class A-7 Component B has been reduced to its
Planned Principal Balance;
(v) an amount equal to the lesser of (1) the
balance of the Adjusted Senior Principal Distribution Amount
remaining after the distributions, if any, described in
clauses (ii), (iii) and (iv) above and (2) the aggregate
amount (the "TAC Principal Amount") necessary to reduce the
outstanding amount of Class A-7 Component C to its Targeted
Principal Balance of such Component for such Distribution
Date, shall be distributed in reduction of the amount of
Class A-7 Component C, until the amount of Class A-7
Component C has been reduced to its Targeted Principal
Balance;
(vi) the balance, if any, of the Adjusted Senior
Principal Distribution Amount remaining after the
distributions described in clauses (ii) through (v) above
shall be distributed as follows:
(A) first, to the Class A-5 Certificates,
until the Certificate Principal Balance thereof has
been reduced to zero;
(B) second, to the Class A-7 Certificates,
with the amounts so distributed to be allocated in
reduction of Class A-7 Component C thereof, without
regard to the Targeted Principal Balance thereof,
until the amount of Class A-7 Component C has been
reduced to zero;
(C) third, to the Class A-6 Certificates,
until the Certificate Principal Balance thereof has
been reduced to zero;
(D) fourth, to the Class A-7 Certificates,
with the amounts so distributed to be allocated in
reduction of Class A-7 Component G thereof, until the
amount of Class A-7 Component G has been reduced to
zero;
(E) fifth, to the Class A-4 Certificates,
without regard to the Planned Principal Balance
thereof, until the Certificate Principal Balance
thereof has been reduced to zero;
(F) sixth, to the Class A-7 Certificates
with the amount so distributed to be allocated in
reduction of Class A-7 Component B thereof, without
regard to the Planned Principal Balance thereof, until
the amount of Class A-7 Component B has been reduced
to zero;
(G) seventh, to the Class A-1 Certificates
without regard to the Planned Principal Balance
thereof, until the Certificate Principal Balance
thereof has been reduced to zero;
(H) eighth, to the Class A-2 Certificates
without regard to the Planned Principal Balance
thereof, until the Certificate Principal Balance
thereof has been reduced to zero;
(I) ninth, to the Class A-3 Certificates,
without regard to the Planned Principal Balance
thereof, until the Certificate Principal Balance
thereof has been reduced to zero; and
(J) tenth, to the Class A-7 Certificates,
with the amount so distributed to be allocated in
reduction of Class A-7 Component A thereof, without
regard to the Planned Principal Balance thereof, until
the amount of Class A-7 Component A has been reduced
to zero;
(vii) an amount equal to the Accrual Distribution
Amount shall be distributed as follows:
(A) first, to the Class A-6 Certificates,
until the Certificate Principal Balance thereof has
been reduced to zero;
(B) second, to the Class A-7 Certificates,
with the amounts so distributed to be allocated in
reduction of Class A-7 Component C (without regard to
its Targeted Principal Balance), until the amount
thereof has been reduced to zero;
(C) third, to the Class A-5 Certificates,
until the Certificate Principal Balance thereof has
been reduced to zero; and
(D) fourth, to the extent that on the
Accretion Termination Date the Accrual Distribution
Amount exceeds the sum of the Certificate Principal
Balances of the Class A-5 Certificates and Class A-6
Certificates and the amount of the Class A-7 Component
C, the amount of such excess shall be distributed to
the Class A-7 Certificates, with the amount so
distributed to be allocated in reduction of the Class
A-7 Component G in reduction of the amount thereof.
(c) On or after the occurrence of the Credit Support
Depletion Date, all priorities relating to distributions as
described above in respect of principal among the various Classes
of Class A Certificates (other than the Class A-7 Certificates,
to
the extent of Class A-7 Component E) and the Class R Certificates
will be disregarded and an amount equal to the Discount Fraction
of the principal portion of scheduled payments and unscheduled
collections received or advanced in respect of Discount Mortgage
Loans will be distributed to the Class A-7 Certificates, to the
extent of Class A-7 Component E, and the Senior Principal
Distribution Amount will be distributed to the Class A
Certificates (other than the Class A-7 Certificates, to the
extent
of Class A-7 Component E) and Class R Certificates pro rata in
accordance with their respective outstanding Certificate
Principal
Balances.
(d) On each Distribution Date prior to the Accretion
Termination Date, an amount equal to the Accrued Certificate
Interest that would otherwise be distributed on the Class A-7
Certificates in respect of Class A-7 Component G shall be added
to
the amount of such Component; provided that if the Accretion
Termination Date is the Credit Support Depletion Date, the entire
amount of Accrued Certificate Interest on Class A-7 Component G
for such Distribution Date will be paid in respect of Class A-7
Component G to the Holders of the Class A-7 Certificates. On and
after the Accretion Termination Date, the entire amount of
Accrued
Certificate Interest on Class A-7 Component G for such
Distribution Date shall be payable in respect of Class A-7
Component G to the Holders of the Class A-7 Certificates to the
extent not required to fully retire the Class A-6 Certificates or
Class A-5 Certificates or reduce the amount of Class A-7
Component
C to zero on such Accretion Termination Date. Any such Accrued
Certificate Interest on Class A-7 Component G which is required
to
be paid to the holders of the Class A-5 and Class A-6
Certificates
and Class A-7 Component C on the Accretion Termination Date will
be added to the amount of Class A-7 Component G in the manner
described in the first sentence of this Section 4.02(d).
(e) In addition to the foregoing distributions, with
respect to any Mortgage Loan that was previously the subject of a
Cash Liquidation or an REO Disposition that resulted in a
Realized
Loss, in the event that within two years of the date on which
such
Realized Loss was determined to have occurred the Master Servicer
receives amounts, which the Master Servicer reasonably believes
to
represent subsequent recoveries (net of any related liquidation
expenses), or determines that it holds surplus amounts previously
reserved to cover estimated expenses, specifically related to
such
Mortgage Loan (including, but not limited to, recoveries in
respect of the representations and warranties made by the related
Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable
Certificateholders of the Class or Classes to which such Realized
Loss was allocated (with the amounts to be distributed allocated
among such Classes in the same proportions as such Realized Loss
was allocated), subject to the following: No such distribution
shall be in an amount that would result in total distributions on
the Certificates of any such Class in excess of the total amounts
of principal and interest that would have been distributable
thereon if such Cash Liquidation or REO Disposition had occurred
but had resulted in a Realized Loss equal to zero.
Notwithstanding the foregoing, no such distribution shall be made
with respect to the Certificates of any Class to the extent that
either (i) such Class was protected against the related Realized
Loss pursuant to any instrument or fund established under Section
11.01(e) or (ii) such Class of Certificates has been deposited
into a separate trust fund or other structuring vehicle and
separate certificates or other instruments representing interests
therein have been issued in one or more classes, and any of such
separate certificates or other instruments was protected against
the related Realized Loss pursuant to any limited guaranty,
payment obligation, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or a reserve fund, or a
combination thereof. Any amount to be so distributed with
respect
to the Certificates of any Class shall be distributed by the
Master Servicer to the Certificateholders of record as of the
Record Date immediately preceding the date of such distribution,
on a pro rata basis based on the Percentage Interest represented
by each Certificate of such Class as of such Record Date. Any
amounts to be so distributed shall not be remitted to or
distributed from the Trust Fund, and shall constitute subsequent
recoveries with respect to Mortgage Loans that are no longer
assets of the Trust Fund.
(f) Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, as Holder thereof,
and the Depository shall be responsible for crediting the amount
of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to
each indirect participating brokerage firm (a "brokerage firm" or
"indirect participating firm") for which it acts as agent. Each
brokerage firm shall be responsible for disbursing funds to the
Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall
have any responsibility therefor except as otherwise provided by
this Agreement or applicable law.
(g) Except as otherwise provided in Section 9.01,
if the Master Servicer anticipates that a final distribution with
respect to any Class of Certificates will be made on the next
Distribution Date, the Master Servicer shall, no later than the
Determination Date in the month of such final distribution,
notify
the Trustee and the Trustee shall, no later than two (2) Business
Days after such Determination Date, mail on such date to each
Holder of such Class of Certificates a notice to the effect that:
(i) the Trustee anticipates that the final distribution with
respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of
such
Certificates at the office of the Trustee or as otherwise
specified therein, and (ii) no interest shall accrue on such
Certificates from and after the end of the prior calendar month.
In the event that Certificateholders required to surrender their
Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause
funds
distributable with respect to such Certificates to be withdrawn
from the Certificate Account and credited to a separate escrow
account for the benefit of such Certificateholders as provided in
Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to
the Certificate Account and with respect to each Distribution
Date
the Master Servicer shall forward to the Trustee and the Trustee
shall forward by mail to each Holder and the Company a statement
setting forth the following information as to each Class of
Certificates to the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the
Certificate Principal Balance thereof, and (b) the aggregate
amount included therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of
such Class of Certificates allocable to interest;
(iii) if the distribution to the Holders of such
Class of Certificates is less than the full amount that
would be distributable to such Holders if there were
sufficient funds available therefor, the amount of the
shortfall;
(iv) the amount of any Advance by the Master
Servicer pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance
of the Mortgage Loans after giving effect to the
distribution of principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of
each Class of Certificates, and each of the Senior, Class M
and Class B Percentages, after giving effect to the amounts
distributed on such Distribution Date, separately
identifying any reduction thereof due to Realized Losses
other than pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal Distribution
Amount and Prepayment Distribution Percentage, if
applicable;
(viii) on the basis of the most recent reports
furnished to it by Subservicers, the number and aggregate
principal balances of Mortgage Loans that are delinquent (A)
one month, (B) two months and (C) three months and the
number and aggregate principal balance of Mortgage Loans
that are in foreclosure;
(ix) the number, aggregate principal balance and
book value of any REO Properties;
(x) the aggregate Accrued Certificate Interest
remaining unpaid, if any, for each Class of Certificates,
after giving effect to the distribution made on such
Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount
and Bankruptcy Amount as of the close of business on such
Distribution Date and a description of any change in the
calculation of such amounts;
(xii) the Pass-Through Rate on the Class A-9
Certificates for such Distribution Date, and the rate at
which interest accrued on Class A-7 Component F, and the
Notional Amounts of Class A-7 Component D and Component F
and the Class A-8 and Class A-9 Certificates for such
Distribution Date;
(xiii) the occurrence of the Credit Support
Depletion
Date and the Accretion Termination Date;
(xiv) the Senior Accelerated Distribution Percentage
applicable to such distribution;
(xv) the Senior Percentage for such Distribution
Date;
(xvi) the aggregate amount of Realized Losses for
such Distribution Date;
(xvii) the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a breach of
representation or warranty;
(xviii) the weighted average remaining term to
maturity of the Mortgage Loans after giving effect to the
amounts distributed on such Distribution Date; and
(xix) the weighted average Mortgage Rates of the
Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and
(ii) above, the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination. In addition to the
statement provided to the Trustee as set forth in this Section
4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon
reasonable request, such additional information as is reasonably
obtainable by the Master Servicer at no additional expense to the
Master Servicer.
(b) Within a reasonable period of time after the
end of each calendar year, the Master Servicer shall prepare, or
cause to be prepared, and the Trustee shall forward, or cause to
be forwarded, to each Person who at any time during the calendar
year was the Holder of a Certificate, other than a Class R
Certificate, a statement containing the information set forth in
clauses (i) and (ii) of subsection (a) above aggregated for such
calendar year or applicable portion thereof during which such
Person was a Certificateholder. Such obligation of the Master
Servicer and Trustee shall be deemed to have been satisfied to
the
extent that substantially comparable information shall be
provided
by the Master Servicer and Trustee pursuant to any requirements
of
the Code.
(c) Within a reasonable period of time after the
end of each calendar year, the Master Servicer shall prepare, or
cause to be prepared, and the Trustee shall forward, or cause to
be forwarded, to each Person who at any time during the calendar
year was the Holder of a Class R Certificate, a statement
containing the applicable distribution information provided
pursuant to this Section 4.03 aggregated for such calendar year
or
applicable portion thereof during which such Person was the
Holder
of a Class R Certificate. Such obligation of the Master Servicer
and Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by
the
Master Servicer and Trustee pursuant to any requirements of the
Code.
(d) Upon the written request of any
Certificateholder, the Master Servicer, as soon as reasonably
practicable, shall provide the requesting Certificateholder with
such information as is necessary and appropriate, in the Master
Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer.
(a) Prior to the close of business on the Business
Day next succeeding each Determination Date, the Master Servicer
shall furnish a written statement to the Trustee, any Paying
Agent
and the Company (the information in such statement to be made
available to Certificateholders by the Master Servicer on
request)
setting forth (i) the Available Distribution Amount and (ii) the
amounts required to be withdrawn from the Custodial Account and
deposited into the Certificate Account on the immediately
succeeding Certificate Account Deposit Date pursuant to clause
(iii) of Section 4.01(a). The determination by the Master
Servicer of such amounts shall, in the absence of obvious error,
be presumptively deemed to be correct for all purposes hereunder
and the Trustee shall be protected in relying upon the same
without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each
Certificate Account Deposit Date, the Master Servicer shall
either
(i) deposit in the Certificate Account from its own funds, or
funds received therefor from the Subservicers, an amount equal to
the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount
equal to the aggregate amount of Monthly Payments (with each
interest portion thereof adjusted to the Net Mortgage Rate), less
the amount of any related Debt Service Reductions or reductions
in
the amount of interest collectable from the Mortgagor pursuant to
the Soldiers' and Sailors' Civil Relief Act of 1940, as amended,
or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as
of
the related Determination Date; provided that no Advance shall be
made if it would be a Nonrecoverable Advance, (ii) withdraw from
amounts on deposit in the Custodial Account and deposit in the
Certificate Account all or a portion of the Amount Held for
Future
Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii)
aggregating the amount of such Advance. Any portion of the
Amount
Held for Future Distribution so used shall be replaced by the
Master Servicer by deposit in the Certificate Account on or
before
11:00 A.M. New York time on any future Certificate Account
Deposit
Date to the extent that funds attributable to the Mortgage Loans
that are available in the Custodial Account for deposit in the
Certificate Account on such Certificate Account Deposit Date
shall
be less than payments to Certificateholders required to be made
on
the following Distribution Date. The Master Servicer shall be
entitled to use any Advance made by a Subservicer as described in
Section 3.07(b) that has been deposited in the Custodial Account
on or before such Distribution Date as part of the Advance made
by
the Master Servicer pursuant to this Section 4.04. The amount of
any reimbursement pursuant to Section 4.02(a)(iii) in respect of
outstanding Advances on any Distribution Date shall be allocated
to specific Monthly Payments due but delinquent for previous Due
Periods, which allocation shall be made, to the extent
practicable, to Monthly Payments which have been delinquent for
the longest period of time. Such allocations shall be conclusive
for purposes of reimbursement to the Master Servicer from
recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has
made a Nonrecoverable Advance or that any proposed Advance, if
made, would constitute a Nonrecoverable Advance, shall be
evidenced by a certificate of a Servicing Officer delivered to
the
Seller and the Trustee.
In the event that the Master Servicer determines as of
the Business Day preceding any Certificate Account Deposit Date
that it will be unable to deposit in the Certificate Account an
amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to
the Trustee of its inability to advance (such notice may be given
by telecopy), not later than 3:00 P.M., New York time, on such
Business Day, specifying the portion of such amount that it will
be unable to deposit. Not later than 3:00 P.M., New York time,
on
the Certificate Account Deposit Date the Trustee shall, unless by
12:00 Noon, New York time, on such day the Trustee shall have
been
notified in writing (by telecopy) that the Master Servicer shall
have directly or indirectly deposited in the Certificate Account
such portion of the amount of the Advance as to which the Master
Servicer shall have given notice pursuant to the preceding
sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this
Agreement
in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the
obligation to deposit in the Certificate Account an amount equal
to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives
pursuant to this Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer
shall determine the total amount of Realized Losses, if any, that
resulted from any Cash Liquidation, Debt Service Reduction,
Deficient Valuation or REO Disposition that occurred during the
related Prepayment Period. The amount of each Realized Loss
shall
be evidenced by an Officers' Certificate. All Realized Losses,
other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-4 Certificates until
the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; third, to the
Class B-2 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fourth, to the Class B-1
Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fifth, to the Class M-3 Certificates until
the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; seventh, to
the Class M-1 Certificates until the Certificate Principal
Balance
thereof has been reduced to zero; and, thereafter, if such
Realized Losses are on a Discount Mortgage Loan, to the Class A-7
Certificates, to the extent of Class A-7 Component E, in an
amount
equal to the Discount Fraction of the principal portion thereof,
and the remainder of such Realized Losses and the entire amount
of
such Realized Losses on Non-Discount Mortgage Loans among all the
Class A Certificates (other than the Class A-7 Certificates to
the
extent of Class A-7 Component E) and Class R Certificates on a
pro
rata basis, as described below. Any Excess Special Hazard
Losses,
Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary
Losses on Non-Discount Mortgage Loans will be allocated among the
Class A (other than the Class A-7 Certificates, to the extent of
Class A-7 Component E) and Class M, Class B and Class R
Certificates on a pro rata basis, as described below. The
principal portion of such losses on Discount Mortgage Loans will
be allocated to the Class A-7 Certificates in an amount equal to
the related Discount Fraction thereof, and the remainder of such
losses on Discount Mortgage Loans will be allocated among the
Class A Certificates (other than the Class A-7 Certificates, to
the extent of Class A-7 Component E), Class M, Class B and Class
R
Certificates on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a
"pro rata basis" among two or more specified Classes of
Certificates means an allocation on a pro rata basis, among the
various Classes so specified, to each such Class of Certificates
on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on
such Distribution Date in the case of the principal portion of a
Realized Loss or based on the Accrued Certificate Interest
thereon
(without regard to any Compensating Interest for such
Distribution
Date) in the case of an interest portion of a Realized Loss;
provided that in determining the Certificate Principal Balance of
the Class A-7 Certificates for the purpose of allocating any
portion of a Realized Loss thereto, the amount of the Class A-7
Component G shall be deemed to be the lesser of (i) the original
amount of such component and (ii) the amount of such component
prior to giving effect to distributions to be made on such
Distribution Date. Except as provided in the following sentence,
any allocation of the principal portion of Realized Losses (other
than Debt Service Reductions) to a Class of Certificates shall be
made by reducing the Certificate Principal Balance thereof (any
such amount so allocated to the Class A-7 Certificates (other
than
amounts so allocated in respect of the Discount Portion of the
Discount Mortgage Loans, which shall be allocated to Class A-7
Component E) to be allocated to Class A-7 Component A, Class A-7
Component B, Class A-7 Component C and Class A-7 Component G on a
pro rata basis) by the amount so allocated, which allocation
shall
be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other
than
Debt Service Reductions) to the Class B Certificates or, after
the
Certificate Principal Balances of the Class B Certificates have
been reduced to zero, to the Class of Class M Certificates then
outstanding with the highest numerical designation shall be made
by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a).
Allocations of the interest portions of Realized Losses shall be
made by operation of the definition of "Accrued Certificate
Interest" and by operation of the provisions of Section 4.02(a).
Allocations of the principal portion of Debt Service Reductions
shall be made by operation of the provisions of Section 4.02(a).
All Realized Losses and all other losses allocated to a Class of
Certificates hereunder will be allocated among the Certificates
of
such Class in proportion to the Percentage Interests evidenced
thereby.
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file
information returns with respect to the receipt of mortgage
interests received in a trade or business, the reports of
foreclosures and abandonments of any Mortgaged Property and the
information returns relating to cancellation of indebtedness
income with respect to any Mortgaged Property required by
Sections
6050H, 6050J and 6050P, respectively, of the Code, and deliver to
the Trustee an Officers' Certificate stating that such reports
have been filed. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by Sections
6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment
by 90 days or more, the Master Servicer may, at its option,
purchase such Mortgage Loan from the Trustee at the Purchase
Price
therefor. If at any time the Master Servicer makes a payment to
the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the
Trustee a certification signed by a Servicing Officer stating
that
the amount of such payment has been deposited in the Certificate
Account, then the Trustee shall execute the assignment of such
Mortgage Loan at the request of the Master Servicer without
recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan,
and all security and documents relative thereto. Such assignment
shall be an assignment outright and not for security. The Master
Servicer will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or
the Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this Section 4.07, the Master
Servicer
shall continue to service any such Mortgage Loan after the date
of
such purchase in accordance with the terms of this Agreement and,
if any Realized Loss with respect to such Mortgage Loan occurs,
allocate such Realized Loss in accordance with the terms hereof
as
if such Mortgage Loan had not been so purchased. For purposes of
this Agreement, a payment of the Purchase Price by the Master
Servicer pursuant to this Section 4.07 will be viewed as an
advance and any Realized Loss shall be recoverable pursuant to
the
provisions for the recovery of advances as set forth herein.
Section 4.08. Distributions on the Uncertificated
REMIC I and REMIC II Regular
Interests.
(a) On each Distribution Date the Trustee shall be
deemed to distribute to itself, as the holder of the
Uncertificated REMIC I Regular Interests, the Uncertificated
REMIC
I Regular Interest Distribution Amounts in the following order of
priority to the extent of the Available Distribution Amount
reduced by distributions made to the Class R-I Certificates
pursuant to Section 4.02(a):
(i) Uncertificated Accrued Interest on the
Uncertificated REMIC I Regular Interests for such
Distribution Date, plus any Uncertificated Accrued Interest
thereon remaining unpaid from any previous Distribution
Date; and
(ii) In accordance with the priority set forth in
Section 4.08(b), an amount equal to the sum of the amounts
in respect of principal distributable on the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-6, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4
and Class R-II Certificates and Class A-7 Component A, Class
A-7 Component B, Class A-7 Component C, Class A-7 Component
E and Class A-7 Component G under Section 4.02(a), as
allocated thereto pursuant to Section 4.02(b).
(b) The amount described in Section 4.08(a)(ii)
shall be deemed distributed to (i) Uncertificated REMIC I Regular
Interest U, (ii) Uncertificated REMIC I Regular Interest V, (iii)
Uncertificated REMIC I Regular Interest W, (iv) Uncertificated
REMIC I Regular Interest X and (v) Uncertificated REMIC I Regular
Interest Y with the amount to be distributed allocated among such
interests in accordance with the priority assigned to the (i)
Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class
A-3 Certificates, (iv) Class A-7 Component E, and (v) Class A-4,
Class A-5, Class A-6, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3, Class B-4 and Class R-II Certificates and
Class A-7 Component A, Class A-7 Component B, Class A-7 Component
C and Class A-7 Component G, respectively, under Section 4.02(b)
until the Uncertificated Principal Balance of each such interest
is reduced to zero.
(c) The portion of the Uncertificated REMIC I
Regular Interest Distribution Amounts described in Section
4.08(a)(ii) shall be deemed distributed by REMIC I to REMIC II in
accordance with the priority assigned to the REMIC II
Certificates
relative to that assigned to the REMIC I Certificates under
Section 4.02(b).
(d) In determining from time to time the
Uncertificated REMIC I Regular Interest U Distribution Amount,
Uncertificated REMIC I Regular Interest V Distribution Amount,
Uncertificated REMIC I Regular Interest W Distribution Amount,
Uncertificated REMIC I Regular Interest X Distribution Amount,
Uncertificated REMIC I Regular Interest Y Distribution Amount,
Uncertificated REMIC I Regular Interests Z Distribution Amounts
and Uncertificated REMIC II Regular Interest Distribution
Amounts,
Realized Losses allocated to the Class A-1 Certificates under
Section 4.05 shall be deemed allocated to Uncertificated REMIC I
Regular Interest U; Realized Losses allocated to the Class A-2
Certificates under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest V; Realized Losses
allocated to the Class A-3 Certificates under Section 4.05 shall
be deemed allocated to Uncertificated REMIC I Regular Interest W;
Realized Losses allocated to the Class A-7 Component E under
Section 4.05 shall be deemed allocated to Uncertificated REMIC I
Regular Interest X, Realized Losses allocated to the Class A-4,
Class A-5, Class A-6, Class A-7 (to the extent of all of the
Components thereof other than Class A-7 Component E), Class A-8,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3,
Class B-4, Class R-I and Class R-II Certificates under Section
4.05 shall be deemed allocated to Uncertificated REMIC I Regular
Interest Y; and Realized Losses allocated to the Class A-9
Certificates and Class A-7 Component F under Section 4.05 shall
be
deemed allocated to the Uncertificated REMIC I Regular Interests
Z
and to the Uncertificated REMIC II Regular Interests.
(e) On each Distribution Date the Trustee shall be
deemed to distribute from REMIC II, in the priority set forth in
Sections 4.02(a) and (b), to the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
Uncertificated REMIC II Regular Interests, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class
R-
II Certificates the amounts distributable thereon, from the
Uncertificated REMIC I Regular Interest Distribution Amounts
deemed to have been received by REMIC II from REMIC I under this
Section 4.08. The amount deemed distributable hereunder with
respect to the Class A-9 Certificates shall equal 100% of the
amounts payable with respect to the Uncertificated REMIC II
Regular Interests.
(f) Notwithstanding the deemed distributions on
the Uncertificated REMIC I Regular Interests and Uncertificated
REMIC II Regular Interests described in this Section 4.08,
distributions of funds from the Certificate Account shall be made
only in accordance with Section 4.02.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R
Certificates, respectively, shall be substantially in the forms
set forth in Exhibits A, B, C and D and shall, on original issue,
be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians
of the documents specified in Section 2.01. The Certificates,
other than the Class A-8, Class A-9, Class R-I and Class R-II
Certificates, shall be issuable in minimum dollar denominations
of
$25,000 (or $250,000 in the case of the Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class B-4 Certificates) and
integral multiples of $1 (or $1,000 in the case of the Class A-7
and Class M-1 Certificates) in excess thereof, except that one
Certificate of each of the Class A-7, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2 and Class B-3 and Class B-4
Certificates
may be issued in a denomination equal to the denomination set
forth as follows for such Class or the sum of such denomination
and an integral multiple of $1,000:
Class A-7 $ 25,584.53
Class M-1: 25,582.00
Class M-2: 250,750.00
Class M-3: 250,291.00
Class B-1 250,916.00
Class B-2: 250,950.00
Class B-3: 250,967.00
Class B-4: 250,921.62
The Class A-8, Class A-9, Class R-I and Class R-II
Certificates shall be issuable in minimum denominations of not
less than a 20% Percentage Interest; provided, however, that one
Class R-I and one Class R-II Certificate will be issuable to
Residential Funding as "tax matters person" pursuant to Section
10.01(c) and (e) in a minimum denomination representing a
Percentage Interest of not less than 0.01%.
The Certificates shall be executed by manual or
facsimile signature on behalf of an authorized officer of the
Trustee. Certificates bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Certificate or did not
hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this
Agreement,
or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the
form provided for herein executed by the Certificate Registrar by
manual signature, and such certificate upon any Certificate shall
be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder.
All Certificates shall be dated the date of their authentication.
(b) The Class A Certificates, other than the Class
A-7 and Class A-9 Certificates, shall initially be issued as one
or more Certificates registered in the name of the Depository or
its nominee and, except as provided below, registration of such
Certificates may not be transferred by the Trustee except to
another Depository that agrees to hold such Certificates for the
respective Certificate Owners with Ownership Interests therein.
The Certificate Owners shall hold their respective Ownership
Interests in and to each of the Class A Certificates, other than
the Class A-7 and Class A-9 Certificates, through the book-entry
facilities of the Depository and, except as provided below, shall
not be entitled to Definitive Certificates in respect of such
Ownership Interests. All transfers by Certificate Owners of
their
respective Ownership Interests in the Book-Entry Certificates
shall be made in accordance with the procedures established by
the
Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer
the
Ownership Interests only in the Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal
procedures.
The Trustee, the Master Servicer and the Company may
for all purposes (including the making of payments due on the
respective Classes of Book-Entry Certificates) deal with the
Depository as the authorized representative of the Certificate
Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of
Certificateholders hereunder. The rights of Certificate Owners
with respect to the respective Classes of Book-Entry Certificates
shall be limited to those established by law and agreements
between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners.
Multiple requests and directions from, and votes of, the
Depository as Holder of any Class of Book-Entry Certificates with
respect to any particular matter shall not be deemed inconsistent
if they are made with respect to different Certificate Owners.
The Trustee may establish a reasonable record date in connection
with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of
such
record date.
If (i)(A) the Company advises the Trustee in writing
that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository and (B) the Company
is unable to locate a qualified successor or (ii) the Company at
its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the
Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-
Entry Certificates by the Depository, accompanied by registration
instructions from the Depository for registration of transfer,
the
Trustee shall issue the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for
any actions taken by the Depository or its nominee, including,
without limitation, any delay in delivery of such instructions
and
may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates
all references herein to obligations imposed upon or to be
performed by the Company in connection with the issuance of the
Definitive Certificates pursuant to this Section 5.01 shall be
deemed to be imposed upon and performed by the Trustee, and the
Trustee and the Master Servicer shall recognize the Holders of
the
Definitive Certificates as Certificateholders hereunder.
Section 5.02. Registration of Transfer
and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of
the offices or agencies to be appointed by the Trustee in
accordance with the provisions of Section 8.12 a Certificate
Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as
herein provided. The Trustee is initially appointed Certificate
Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master
Servicer with a certified list of Certificateholders as of each
Record Date prior to the related Determination Date.
(b) Upon surrender for registration of transfer of
any Certificate at any office or agency of the Trustee maintained
for such purpose pursuant to Section 8.12 and, in the case of any
Class A-7, Class M, Class B or Class R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall
execute and the Certificate Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees,
one or more new Certificates of a like Class and aggregate
Percentage Interest.
(c) At the option of the Certificateholders,
Certificates may be exchanged for other Certificates of
authorized
denominations of a like Class and aggregate Percentage Interest,
upon surrender of the Certificates to be exchanged at any such
office or agency. Whenever any Certificates are so surrendered
for exchange the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver the Certificates of such
Class which the Certificateholder making the exchange is entitled
to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by
a
written instrument of transfer in form satisfactory to the
Trustee
and the Certificate Registrar duly executed by, the Holder
thereof
or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition
of a Class A-7, Class M or Class B Certificate shall be made
unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act of 1933,
as amended, and any applicable state securities laws or is made
in
accordance with said Act and laws. Except as provided in Section
5.02(e), in the event that a transfer of a Class A-7, Class M or
Class B Certificate is to be made either (i)(A) the Trustee shall
require a written Opinion of Counsel acceptable to and in form
and
substance satisfactory to the Trustee and the Company that such
transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which
Opinion
of Counsel shall not be an expense of the Trustee, the Company or
the Master Servicer and (B) the Trustee shall require the
transferee to execute a representation letter, substantially in
the form of Exhibit J hereto, and the Trustee shall require the
transferor to execute a representation letter, substantially in
the form of Exhibit K hereto, each acceptable to and in form and
substance satisfactory to the Company and the Trustee certifying
to the Company and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of
the Trustee, the Company or the Master Servicer or (ii) the
prospective transferee of such a Certificate shall be required to
provide the Trustee, the Company and the Master Servicer with an
investment letter substantially in the form of Exhibit L attached
hereto (or such other form as the Company in its sole discretion
deems acceptable), which investment letter shall not be an
expense
of the Trustee, the Company or the Master Servicer, and which
investment letter states that, among other things, such
transferee
(A) is a "qualified institutional buyer" as defined under Rule
144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and
(B) is aware that the proposed transferor intends to rely on the
exemption from registration requirements under the Securities Act
of 1933, as amended, provided by Rule 144A. The Holder of any
such
Certificate desiring to effect any such transfer, sale, pledge or
other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate
Registrar against any liability that may result if the transfer,
sale, pledge or other disposition is not so exempt or is not made
in accordance with such federal and state laws.
(e) The first transfer of any Class A-7 or Class M
Certificate by the first Holder that is not an Affiliate of the
Company may only be made if the prospective transferee of such a
Certificate provides the Trustee, the Company and the Master
Servicer with an investment letter substantially in the form of
Exhibit L attached hereto (or such other form as the Company in
its sole discretion deems acceptable), which investment letter
shall not be an expense of the Trustee, the Company or the Master
Servicer; provided, however, that notwithstanding the foregoing,
the transferees of the Class A-7, Class M-1, Class M-2 and Class
M-3 Certificates in the aggregate who purchased from the first
Holder that was not an Affiliate of the Company may include three
institutional accredited investors who purchased in compliance
with Section 5.02(d)(i). Such transfers shall be deemed to have
complied with the requirements of Section 5.02(d). The Holder of
such a Certificate desiring to effect such transfer does hereby
agree to indemnify the Trustee, the Company, the Master Servicer
and the Certificate Registrar against any liability that may
result if transfer is not made in accordance with this Agreement.
Each Holder of such a Certificate on the Closing Date does hereby
agree that it will comply with the requirements of this Section
5.02(e) in connection with the transfer of any such Certificate.
(f) In the case of any Class M or Class B
Certificate presented for registration in the name of an employee
benefit plan or other plan subject to the prohibited transaction
provisions of the Employee Retirement Income Security Act of
1974,
as amended ("ERISA"), or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), an investment manager,
a
named fiduciary or a trustee of any such plan or any other Person
who is using "plan assets" of any such plan to effect such
acquisition, unless otherwise directed by the Company, the
Trustee
shall require an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master
Servicer to the effect that the purchase or holding of a Class M
or Class B Certificate is permissible under applicable law, will
not constitute or result in any non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code, and will
not subject the Trustee, the Company or the Master Servicer to
any
obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not
be an expense of the Trustee, the Company or the Master Servicer.
The Trustee may (unless otherwise directed by the Company)
require
that any prospective transferee of a Class M or Class B
Certificate provide either a certification to the effect set
forth
in paragraph six of Exhibit J, which the Trustee may rely upon
without further inquiry or investigation, or such other
certifications as the Trustee may deem desirable or necessary in
order to establish that such transferee or the Person in whose
name such registration is requested is not an employee benefit
plan or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code, an investment
manager, a named fiduciary or a trustee of any such plan, or any
other Person who is using "plan assets" of any such plan to
effect
such acquisition.
(g)(i) Each Person who has or who acquires any
Ownership Interest in a Class R Certificate shall be deemed by
the
acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee or its designee under clause
(iii)(A) below to deliver payments to a Person other than such
Person and to negotiate the terms of any mandatory sale under
clause (iii)(B) below and to execute all instruments of transfer
and to do all other things necessary in connection with any such
sale. The rights of each Person acquiring any Ownership Interest
in a Class R Certificate are expressly subject to the following
provisions:
(A) Each Person holding or acquiring any
Ownership Interest in a Class R Certificate shall be a
Permitted Transferee and shall promptly notify the
Trustee of any change or impending change in its
status as a Permitted Transferee.
(B) In connection with any proposed Transfer
of any Ownership Interest in a Class R Certificate,
the Trustee shall require delivery to it, and shall
not register the Transfer of any Class R Certificate
until its receipt of, (I) an affidavit and agreement
(a "Transfer Affidavit and Agreement," in the form
attached hereto as Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the
Master Servicer, representing and warranting, among
other things, that it is a Permitted Transferee, that
it is not acquiring its Ownership Interest in the
Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee, that for
so long as it retains its Ownership Interest in a
Class R Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02(g) and agrees to be
bound by them, and (II) a certificate, in the form
attached hereto as Exhibit I-2, from the Holder
wishing to transfer the Class R Certificate, in form
and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that
no purpose of the proposed Transfer is to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a
Transfer Affidavit and Agreement by a proposed
Transferee under clause (B) above, if a Responsible
Officer of the Trustee who is assigned to this
Agreement has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer
of an Ownership Interest in a Class R Certificate to
such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any
Ownership Interest in a Class R Certificate shall
agree (x) to require a Transfer Affidavit and
Agreement from any other Person to whom such Person
attempts to transfer its Ownership Interest in a Class
R Certificate and (y) not to transfer its Ownership
Interest unless it provides a certificate to the
Trustee in the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an
Ownership Interest in a Class R Certificate, by
purchasing an Ownership Interest in such Certificate,
agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of
Temporary Treasury Regulations Section 1.67-
3T(a)(2)(i)(A) immediately upon acquiring an Ownership
Interest in a Class R Certificate, if it is, or is
holding an Ownership Interest in a Class R Certificate
on behalf of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any
Class R Certificate only if it shall have received the Transfer
Affidavit and Agreement, a certificate of the Holder requesting
such transfer in the form attached hereto as Exhibit I-2 and all
of such other documents as shall have been reasonably required by
the Trustee as a condition to such registration. Transfers of
the
Class R Certificates to Non-United States Persons and
Disqualified
Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(iii) (A) If any Disqualified Organization shall
become a holder of a Class R Certificate, then the last preceding
Permitted Transferee shall be restored, to the extent permitted
by
law, to all rights and obligations as Holder thereof retroactive
to the date of registration of such Transfer of such Class R
Certificate. If a Non-United States Person shall become a holder
of a Class R Certificate, then the last preceding United States
Person shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R Certificate. If
a transfer of a Class R Certificate is disregarded pursuant to
the
provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R-I or Class R-II
Certificate. The Trustee shall be under no liability to any
Person
for any registration of Transfer of a Class R Certificate that is
in fact not permitted by this Section 5.02(g) or for making any
payments due on such Certificate to the holder thereof or for
taking any other action with respect to such holder under the
provisions of this Agreement.
(B) If any purported Transferee shall
become a Holder of a Class R Certificate in violation of the
restrictions in this Section 5.02(g) and to the extent that the
retroactive restoration of the rights of the Holder of such Class
R Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Master Servicer shall
have the right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R Certificate to
a
purchaser selected by the Master Servicer on such terms as the
Master Servicer may choose. Such purported Transferee shall
promptly endorse and deliver each Class R Certificate in
accordance with the instructions of the Master Servicer. Such
purchaser may be the Master Servicer itself or any Affiliate of
the Master Servicer. The proceeds of such sale, net of the
commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will
be remitted by the Master Servicer to such purported Transferee.
The terms and conditions of any sale under this clause (iii)(B)
shall be determined in the sole discretion of the Master
Servicer,
and the Master Servicer shall not be liable to any Person having
an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee,
shall make available, upon written request from the Trustee, all
information necessary to compute any tax imposed (A) as a result
of the Transfer of an Ownership Interest in a Class R Certificate
to any Person who is a Disqualified Organization, including the
information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue
Service and certain Persons as described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result
of
any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership
Interest in a Class R Certificate having as among its record
holders at any time any Person who is a Disqualified
Organization.
Reasonable compensation for providing such information may be
required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(g) set
forth prior to this clause (v) may be modified, added to or
eliminated, provided that there shall have been delivered to the
Trustee the following:
(A) written notification from each Rating
Agency to the effect that the modification, addition to or
elimination of such provisions will not cause such Rating
Agency to downgrade its then-current ratings, if any, of any
Class of the Class A, Class M, Class B or Class R
Certificates below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing
Date by such Rating Agency; and
(B) a certificate of the Master Servicer
stating that the Master Servicer has received an Opinion of
Counsel, in form and substance satisfactory to the Master
Servicer, to the effect that such modification, addition to
or absence of such provisions will not cause the Trust Fund
to cease to qualify as a REMIC and will not cause (x) the
Trust Fund to be subject to an entity-level tax caused by
the Transfer of any Class R Certificate to a Person that is
a Disqualified Organization or (y) a Certificateholder or
another Person to be subject to a REMIC-related tax caused
by the Transfer of a Class R Certificate to a Person that is
not a Permitted Transferee.
(h) No service charge shall be made for any
transfer or exchange of Certificates of any Class, but the
Trustee
may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
(i) All Certificates surrendered for transfer and
exchange shall be destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost
or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Trustee and the Certificate
Registrar receive evidence to their satisfaction of the
destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Trustee or
the Certificate Registrar that such Certificate has been acquired
by a bona fide purchaser, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and
Percentage
Interest but bearing a number not contemporaneously outstanding.
Upon the issuance of any new Certificate under this Section, the
Trustee may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses
of
the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the
Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for
registration of transfer, the Company, the Master Servicer, the
Trustee, the Certificate Registrar and any agent of the Company,
the Master Servicer, the Trustee or the Certificate Registrar may
treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.02 and for all other purposes
whatsoever, and neither the Company, the Master Servicer, the
Trustee, the Certificate Registrar nor any agent of the Company,
the Master Servicer, the Trustee or the Certificate Registrar
shall be affected by notice to the contrary except as provided in
Section 5.02(g).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose
of making distributions to Certificateholders pursuant to Section
4.02. In the event of any such appointment, on or prior to each
Distribution Date the Master Servicer on behalf of the Trustee
shall deposit or cause to be deposited with the Paying Agent a
sum
sufficient to make the payments to Certificateholders in the
amounts and in the manner provided for in Section 4.02, such sum
to be held in trust for the benefit of Certificateholders.
The Trustee shall cause each Paying Agent to execute
and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee that such Paying Agent will
hold all sums held by it for the payment to Certificateholders in
trust for the benefit of the Certificateholders entitled thereto
until such sums shall be paid to such Certificateholders. Any
sums so held by such Paying Agent shall be held only in Eligible
Accounts to the extent such sums are not distributed to the
Certificateholders on the date of receipt by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool
Stated Principal Balance is less than ten percent of the Cut-off
Date Principal Balance of the Mortgage Loans, either the Master
Servicer or the Company shall have the right, at its option, to
purchase the Certificates in whole, but not in part, at a price
equal to the outstanding Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued Certificate
Interest thereon and any previously unpaid Accrued Certificate
Interest.
(b) The Master Servicer or the Company, as
applicable, shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or
the Company, as applicable, anticipates that it will purchase the
Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders
may surrender their Certificates to the Trustee for payment in
accordance with this Section 5.06, shall be given promptly by the
Master Servicer or the Company, as applicable, by letter to
Certificateholders (with a copy to the Certificate Registrar and
each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of
such final distribution, specifying:
(i) the Distribution Date upon which
purchase of the Certificates is anticipated to be made upon
presentation and surrender of such Certificates at the
office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known,
and
(iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of
the Certificates at the office or agency of the Trustee
therein specified.
If either the Master Servicer or the Company gives the notice
specified above, the Master Servicer or the Company, as
applicable, shall deposit in the Certificate Account before the
Distribution Date on which the purchase pursuant to Section
5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as
provided above.
(c) Upon presentation and surrender of the
Certificates to be purchased pursuant to Section 5.06(a) by the
Holders thereof, the Trustee shall distribute to such Holders an
amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's Accrued Certificate Interest
thereon and any previously unpaid Accrued Certificate Interest
with respect thereto.
(d) In the event that any Certificateholders do
not surrender their Certificates on or before the Distribution
Date on which a purchase pursuant to this Section 5.06 is to be
made, the Trustee shall on such date cause all funds in the
Certificate Account deposited therein by the Master Servicer or
the Company, as applicable, pursuant to Section 5.06(b) to be
withdrawn therefrom and deposited in a separate escrow account
for
the benefit of such Certificateholders, and the Master Servicer
or
the Company, as applicable, shall give a second written notice to
such Certificateholders to surrender their Certificates for
payment of the purchase price therefor. If within six months
after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate
steps as directed by the Master Servicer or the Company, as
applicable, to contact the Holders of such Certificates
concerning
surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain
in
the escrow account. If within nine months after the second
notice
any Certificates shall not have been surrendered for cancellation
in accordance with this Section 5.06, the Trustee shall pay to
the
Master Servicer or the Company, as applicable, all amounts
distributable to the Holders thereof and the Master Servicer or
the Company, as applicable, shall thereafter hold such amounts
until distributed to such Holders. No interest shall accrue or
be
payable to any Certificateholder on any amount held in the escrow
account or by the Master Servicer or the Company, as applicable,
as a result of such Certificateholder's failure to surrender its
Certificate(s) for payment in accordance with this Section 5.06.
Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 5.06 occurs as
provided above will be deemed to have been purchased and the
Holder as of such date will have no rights with respect thereto
except to receive the purchase price therefor minus any costs and
expenses associated with such escrow account and notices
allocated
thereto. Any Certificates so purchased or deemed to have been
purchased on such Distribution Date shall remain outstanding
hereunder. The Master Servicer or the Company, as applicable,
shall be for all purposes the Holder thereof as of such date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the
Company and the Master Servicer.
The Company and the Master Servicer shall each be
liable in accordance herewith only to the extent of the
obligations specifically and respectively imposed upon and
undertaken by the Company and the Master Servicer herein. By way
of illustration and not limitation, the Company is not liable for
the servicing and administration of the Mortgage Loans, nor is it
obligated by Section 7.01 or Section 10.01 to assume any
obligations of the Master Servicer or to appoint a designee to
assume such obligations, nor is it liable for any other
obligation
hereunder that it may, but is not obligated to, assume unless it
elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer.
(a) The Company and the Master Servicer will each
keep in full effect its existence, rights and franchises as a
corporation under the laws of the state of its incorporation, and
will each obtain and preserve its qualification to do business as
a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity
and
enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this
Agreement.
(b) Any Person into which the Company or the
Master Servicer may be merged or consolidated, or any corporation
resulting from any merger or consolidation to which the Company
or
the Master Servicer shall be a party, or any Person succeeding to
the business of the Company or the Master Servicer, shall be the
successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or
any
further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Master Servicer shall be
qualified to service mortgage loans on behalf of FNMA or FHLMC;
and provided further that each Rating Agency's ratings, if any,
of
the Class A, Class M, Class B or Class R Certificates in effect
immediately prior to such merger or consolidation will not be
qualified, reduced or withdrawn as a result thereof (as evidenced
by a letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section
6.02 and Section 6.04 to the contrary, the Master Servicer may
assign its rights and delegate its duties and obligations under
this Agreement; provided that the Person accepting such
assignment
or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably
satisfactory to the Trustee and the Company, is willing to
service
the Mortgage Loans and executes and delivers to the Company and
the Trustee an agreement, in form and substance reasonably
satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided
further that each Rating Agency's rating of the Classes of
Certificates that have been rated in effect immediately prior to
such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as
evidenced by a letter to such effect from each Rating Agency).
In
the case of any such assignment and delegation, the Master
Servicer shall be released from its obligations under this
Agreement, except that the Master Servicer shall remain liable
for
all liabilities and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding
sentence.
Section 6.03. Limitation on Liability of the
Company, the Master Servicer and
Others.
Neither the Company, the Master Servicer nor any of
the directors, officers, employees or agents of the Company or
the
Master Servicer shall be under any liability to the Trust Fund or
the Certificateholders for any action taken or for refraining
from
the taking of any action in good faith pursuant to this
Agreement,
or for errors in judgment; provided, however, that this provision
shall not protect the Company, the Master Servicer or any such
Person against any breach of warranties or representations made
herein or any liability which would otherwise be imposed by
reason
of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Company, the Master
Servicer and any director, officer, employee or agent of the
Company or the Master Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted
by any Person respecting any matters arising hereunder. The
Company, the Master Servicer and any director, officer, employee
or agent of the Company or the Master Servicer shall be
indemnified by the Trust Fund and held harmless against any loss,
liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any
loss, liability or expense related to any specific Mortgage Loan
or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and
any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of
duties hereunder or by reason of reckless disregard of
obligations
and duties hereunder.
Neither the Company nor the Master Servicer shall be
under any obligation to appear in, prosecute or defend any legal
or administrative action, proceeding, hearing or examination that
is not incidental to its respective duties under this Agreement
and which in its opinion may involve it in any expense or
liability; provided, however, that the Company or the Master
Servicer may in its discretion undertake any such action,
proceeding, hearing or examination that it may deem necessary or
desirable in respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such
action, proceeding, hearing or examination and any liability
resulting therefrom shall be expenses, costs and liabilities of
the Trust Fund, and the Company and the Master Servicer shall be
entitled to be reimbursed therefor out of amounts attributable to
the Mortgage Loans on deposit in the Custodial Account as
provided
by Section 3.10 and, on the Distribution Date(s) following such
reimbursement, the aggregate of such expenses and costs shall be
allocated in reduction of the Accrued Certificate Interest on
each
Class entitled thereto in the same manner as if such expenses and
costs constituted a Prepayment Interest Shortfall.
Section 6.04. Company and Master
Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the
Company nor the Master Servicer shall resign from its respective
obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible
under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to
the
Trustee. No such resignation by the Master Servicer shall become
effective until the Trustee or a successor servicer shall have
assumed the Master Servicer's responsibilities and obligations in
accordance with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one
of the following events (whatever reason for such Event of
Default
and whether it shall be voluntary or involuntary or be effected
by
operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative
or governmental body):
(i) the Master Servicer shall fail to distribute
or cause to be distributed to Holders of Certificates of any
Class any distribution required to be made under the terms
of the Certificates of such Class and this Agreement and, in
either case, such failure shall continue unremedied for a
period of 5 days after the date upon which written notice of
such failure, requiring such failure to be remedied, shall
have been given to the Master Servicer by the Trustee or the
Company or to the Master Servicer, the Company and the
Trustee by the Holders of Certificates of such Class
evidencing Percentage Interests aggregating not less than
25%; or
(ii) the Master Servicer shall fail to observe or
perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer contained
in the Certificates of any Class or in this Agreement and
such failure shall continue unremedied for a period of 30
days (except that such number of days shall be 15 in the
case of a failure to pay the premium for any Required
Insurance Policy) after the date on which written notice of
such failure, requiring the same to be remedied, shall have
been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the
Trustee by the Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests
aggregating not less than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in
an involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation
of its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in
force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the
appointment of a conservator or receiver or liquidator in
any insolvency, readjustment of debt, marshalling of assets
and liabilities, or similar proceedings of, or relating to,
the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due,
file a petition to take advantage of, or commence a
voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit
of its creditors, or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the Trustee
pursuant to Section 4.04(b) that it is unable to deposit in
the Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v)
of this Section shall occur, then, and in each and every such
case, so long as such Event of Default shall not have been
remedied, either the Company or the Trustee may, and at the
direction of Holders of Certificates entitled to at least 51% of
the Voting Rights, the Trustee shall, by notice in writing to the
Master Servicer (and to the Company if given by the Trustee or to
the Trustee if given by the Company), terminate all of the rights
and obligations of the Master Servicer under this Agreement and
in
and to the Mortgage Loans and the proceeds thereof, other than
its
rights as a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall,
by
notice to the Master Servicer and the Company, immediately
terminate all of the rights and obligations of the Master
Servicer
under this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a Certificateholder
hereunder as provided in Section 4.04(b). On or after the
receipt
by the Master Servicer of such written notice, all authority and
power of the Master Servicer under this Agreement, whether with
respect to the Certificates (other than as a Holder thereof) or
the Mortgage Loans or otherwise, shall subject to Section 7.02
pass to and be vested in the Trustee or the Trustee's designee
appointed pursuant to Section 7.02; and, without limitation, the
Trustee is hereby authorized and empowered to execute and
deliver,
on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do
or accomplish all other acts or things necessary or appropriate
to
effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the
Mortgage Loans and related documents, or otherwise. The Master
Servicer agrees to cooperate with the Trustee in effecting the
termination of the Master Servicer's responsibilities and rights
hereunder, including, without limitation, the transfer to the
Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial
Account or the Certificate Account or thereafter be received with
respect to the Mortgage Loans. No such termination shall release
the Master Servicer for any liability that it would otherwise
have
hereunder for any act or omission prior to the effective time of
such termination.
Notwithstanding any termination of the activities of
Residential Funding in its capacity as Master Servicer hereunder,
Residential Funding shall be entitled to receive, out of any late
collection of a Monthly Payment on a Mortgage Loan which was due
prior to the notice terminating Residential Funding's rights and
obligations as Master Servicer hereunder and received after such
notice, that portion to which Residential Funding would have been
entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well
as its Servicing Fee in respect thereof, and any other amounts
payable to Residential Funding hereunder the entitlement to which
arose prior to the termination of its activities hereunder. Upon
the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the
Program Guide.
Section 7.02. Trustee or Company to Act;
Appointment of Successor.
On and after the time the Master Servicer receives a
notice of termination pursuant to Section 7.01 or resigns in
accordance with Section 6.04, the Trustee or, upon notice to the
Company and with the Company's consent (which shall not be
unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all
respects to the Master Servicer in its capacity as servicer under
this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer
(except for the responsibilities, duties and liabilities
contained
in Sections 2.02 and 2.03(a), excluding the duty to notify
related
Subservicers or Sellers as set forth in such Sections, and its
obligations to deposit amounts in respect of losses incurred
prior
to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections
3.07(c) and 4.01(b) by the terms and provisions hereof);
provided,
however, that any failure to perform such duties or
responsibilities caused by the preceding Master Servicer's
failure
to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation
therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been
entitled to charge to the Custodial Account or the Certificate
Account if the Master Servicer had continued to act hereunder
and,
in addition, shall be entitled to the income from any Permitted
Investments made with amounts attributable to the Mortgage Loans
held in the Custodial Account or the Certificate Account. If the
Trustee has become the successor to the Master Servicer in
accordance with Section 6.04 or Section 7.01, then
notwithstanding
the above, the Trustee may, if it shall be unwilling to so act,
or
shall, if it is unable to so act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and
home finance institution, which is also a FNMA- or FHLMC-approved
mortgage servicing institution, having a net worth of not less
than $10,000,000 as the successor to the Master Servicer
hereunder
in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder. Pending
appointment of a successor to the Master Servicer hereunder, the
Trustee shall become successor to the Master Servicer and shall
act in such capacity as hereinabove provided. In connection with
such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess
of
that permitted the initial Master Servicer hereunder. The
Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be
necessary
to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02
will be lowered with respect to those Mortgage Loans, if any,
where the Subservicing Fee accrues at a rate of less than 0.20%
per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to
raise the related Subservicing Fee to a rate of 0.20% per annum
in
order to hire a Subservicer with respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a
successor to the Master Servicer, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any
Event of Default, the Trustee shall transmit by mail to all
Holders of Certificates notice of each such Event of Default
hereunder known to the Trustee, unless such Event of Default
shall
have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting
Rights of Certificates affected by a default or Event of Default
hereunder, may waive such default or Event of Default; provided,
however, that (a) a default or Event of Default under clause (i)
of Section 7.01 may be waived only by all of the Holders of
Certificates affected by such default or Event of Default and (b)
no waiver pursuant to this Section 7.04 shall affect the Holders
of Certificates in the manner set forth in Section 11.01(b)(i),
(ii) or (iii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of
Voting Rights of Certificates affected by such default or Event
of
Default, such default or Event of Default shall cease to exist
and
shall be deemed to have been remedied for every purpose
hereunder.
No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to
the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an
Event of Default and after the curing of all Events of Default
which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement.
In case an Event of Default has occurred (which has not been
cured
or waived), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such
investor's own affairs.
(b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee which are specifically
required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform
to
the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially
conform to the requirements of this Agreement in the event that
the Trustee, after so requesting, does not receive satisfactorily
corrected documents.
The Trustee shall forward or cause to be forwarded in
a timely fashion the notices, reports and statements required to
be forwarded by the Trustee pursuant to Sections 4.03, 4.06, 7.03
and 10.01. The Trustee shall furnish in a timely fashion to the
Master Servicer such information as the Master Servicer may
reasonably request from time to time for the Master Servicer to
fulfill its duties as set forth in this Agreement. The Trustee
covenants and agrees that it shall perform its obligations
hereunder in a manner so as to maintain the status of both REMIC
I
and REMIC II as REMICs under the REMIC Provisions and to prevent
the imposition of any federal, state or local income, prohibited
transaction, contribution or other tax on either REMIC I or REMIC
II to the extent that maintaining such status and avoiding such
taxes are reasonably within the control of the Trustee and are
reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be
construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or its own
willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default,
and after the curing or waiver of all such Events of Default
which may have occurred, the duties and obligations of the
Trustee shall be determined solely by the express provisions
of this Agreement, the Trustee shall not be liable except
for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement
against the Trustee and, in the absence of bad faith on the
part of the Trustee, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or
opinions furnished to the Trustee by the Company or the
Master Servicer and which on their face, do not contradict
the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for
an error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with the direction of
Certificateholders of any Class holding Certificates which
evidence, as to such Class, Percentage Interests aggregating
not less than 25% as to the time, method and place of
conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the
Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge
of any default (other than a default in payment to the
Trustee) specified in clauses (i) and (ii) of Section 7.01
or an Event of Default under clauses (iii), (iv) and (v) of
Section 7.01 unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust Office
obtains actual knowledge of such failure or event or the
Trustee receives written notice of such failure or event at
its Corporate Trust Office from the Master Servicer, the
Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no
provision in this Agreement shall require the Trustee to
expend or risk its own funds (including, without limitation,
the making of any Advance) or otherwise incur any personal
financial liability in the performance of any of its duties
as Trustee hereunder, or in the exercise of any of its
rights or powers, if the Trustee shall have reasonable
grounds for believing that repayment of funds or adequate
indemnity against such risk or liability is not reasonably
assured to it.
(d) The Trustee shall timely pay, from its own
funds, the amount of any and all federal, state and local taxes
imposed on the Trust Fund or its assets or transactions
including,
without limitation, (A) "prohibited transaction" penalty taxes as
defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC
after the Closing Date imposed by Section 860G(d) of the Code and
(C) any tax on "net income from foreclosure property" as defined
in Section 860G(c) of the Code, but only if such taxes arise out
of a breach by the Trustee of its obligations hereunder, which
breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be
protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors
or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with counsel
and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no
obligation to exercise any of the trusts or powers vested in
it by this Agreement or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses
and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of
Default (which has not been cured), to exercise such of the
rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a
prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally
liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this
Agreement;
(v) Prior to the occurrence of an Event of
Default hereunder and after the curing of all Events of
Default which may have occurred, the Trustee shall not be
bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless
requested in writing so to do by Holders of Certificates of
any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such
expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid
by the Master Servicer, if an Event of Default shall have
occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; and
(vii) To the extent authorized under the
Code and the regulations promulgated thereunder, each Holder
of a Class R Certificate hereby irrevocably appoints and
authorizes the Trustee to be its attorney-in-fact for
purposes of signing any Tax Returns required to be filed on
behalf of the Trust Fund. The Trustee shall sign on behalf
of the Trust Fund and deliver to the Master Servicer in a
timely manner any Tax Returns prepared by or on behalf of
the Master Servicer that the Trustee is required to sign as
determined by the Master Servicer pursuant to applicable
federal, state or local tax laws, provided that the Master
Servicer shall indemnify the Trustee for signing any such
Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates,
the Trustee shall not accept any contribution of assets to the
Trust Fund unless it shall have obtained or been furnished with
an
Opinion of Counsel to the effect that such contribution will not
(i) cause either REMIC I or REMIC II to fail to qualify as a
REMIC
at any time that any Certificates are outstanding or (ii) cause
the Trust Fund to be subject to any federal tax as a result of
such contribution (including the imposition of any federal tax on
"prohibited transactions" imposed under Section 860F(a) of the
Code).
Section 8.03. Trustee Not Liable for
Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates
(other than the execution of the Certificates and relating to the
acceptance and receipt of the Mortgage Loans) shall be taken as
the statements of the Company or the Master Servicer as the case
may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the
validity or sufficiency of this Agreement or of the Certificates
(except that the Certificates shall be duly and validly executed
and authenticated by it as Certificate Registrar) or of any
Mortgage Loan or related document. Except as otherwise provided
herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the
Certificates or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Company or the Master
Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Custodial Account or the Certificate Account
by
the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity
may become the owner or pledgee of Certificates with the same
rights it would have if it were not Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to
pay to the Trustee and any co-trustee from time to time, and the
Trustee and any co-trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the
trusts hereby created and in the exercise and performance of any
of the powers and duties hereunder of the Trustee and any co-
trustee, and the Master Servicer will pay or reimburse the
Trustee
and any co-trustee upon request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not regularly
in its employ, and the expenses incurred by the Trustee or any
co-
trustee in connection with the appointment of an office or agency
pursuant to Section 8.12) except any such expense, disbursement
or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the
Trustee for, and to hold the Trustee harmless against, any loss,
liability or expense incurred without negligence or willful
misconduct on its part, arising out of, or in connection with,
the
acceptance and administration of the Trust Fund, including the
costs and expenses (including reasonable legal fees and expenses)
of defending itself against any claim in connection with the
exercise or performance of any of its powers or duties under this
Agreement, provided that:
(i) with respect to any such claim, the
Trustee shall have given the Master Servicer written notice
thereof promptly after the Trustee shall have actual
knowledge thereof;
(ii) while maintaining control over its own
defense, the Trustee shall cooperate and consult fully with
the Master Servicer in preparing such defense; and
(iii) notwithstanding anything in this
Agreement to the contrary, the Master Servicer shall not be
liable for settlement of any claim by the Trustee entered
into without the prior consent of the Master Servicer which
consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations
created by this Section 8.05(b) of the Master Servicer to
indemnify the Trustee under the conditions and to the extent set
forth herein.
Notwithstanding the foregoing, the indemnification
provided by the Master Servicer in this Section 8.05(b) shall not
pertain to any loss, liability or expense of the Trustee,
including the costs and expenses of defending itself against any
claim, incurred in connection with any actions taken by the
Trustee at the direction of Certificateholders pursuant to the
terms of this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a
corporation or a national banking association having its
principal
office in a state and city acceptable to the Company and
organized
and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of
at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or national
banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such corporation
shall
be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. In case at any
time the Trustee shall cease to be eligible in accordance with
the
provisions of this Section, the Trustee shall resign immediately
in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the
Trustee.
(a) The Trustee may at any time resign and be
discharged from the trusts hereby created by giving written
notice
thereof to the Company. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall
have
been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be
eligible in accordance with the provisions of Section 8.06 and
shall fail to resign after written request therefor by the
Company, or if at any time the Trustee shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Company may remove the
Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee. In
addition, in the event that the Company determines that the
Trustee has failed (i) to distribute or cause to be distributed
to
Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying
Agent (other than the Master Servicer or the Company) for
distribution or (ii) to otherwise observe or perform in any
material respect any of its covenants, agreements or obligations
hereunder, and such failure shall continue unremedied for a
period
of 5 days (in respect of clause (i) above) or 30 days (in respect
of clause (ii) above) after the date on which written notice of
such failure, requiring that the same be remedied, shall have
been
given to the Trustee by the Company, then the Company may remove
the Trustee and appoint a successor trustee by written instrument
delivered as provided in the preceding sentence. In connection
with the appointment of a successor trustee pursuant to the
preceding sentence, the Company shall, on or before the date on
which any such appointment becomes effective, obtain from each
Rating Agency written confirmation that the appointment of any
such successor trustee will not result in the reduction of the
ratings on any class of the Certificates below the lesser of the
then current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at
least 51% of the Voting Rights may at any time remove the Trustee
and appoint a successor trustee by written instrument or
instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered to the Company, one complete set
to
the Trustee so removed and one complete set to the successor so
appointed.
(d) Any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to any of the
provisions of this Section shall become effective upon acceptance
of appointment by the successor trustee as provided in Section
8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in
Section 8.07 shall execute, acknowledge and deliver to the
Company
and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal
of
the predecessor trustee shall become effective and such successor
trustee shall become effective and such successor trustee,
without
any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally
named
as trustee herein. The predecessor trustee shall deliver to the
successor trustee all Mortgage Files and related documents and
statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any
successor trustee hereunder), and the Company, the Master
Servicer
and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be
required
for more fully and certainly vesting and confirming in the
successor trustee all such rights, powers, duties and
obligations.
(b) No successor trustee shall accept appointment
as provided in this Section unless at the time of such acceptance
such successor trustee shall be eligible under the provisions of
Section 8.06.
(c) Upon acceptance of appointment by a successor
trustee as provided in this Section, the Company shall mail
notice
of the succession of such trustee hereunder to all Holders of
Certificates at their addresses as shown in the Certificate
Register. If the Company fails to mail such notice within 10
days
after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the
expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into
which the Trustee may be merged or converted or with which it may
be consolidated or any corporation or national banking
association resulting from any merger, conversion or
consolidation
to which the Trustee shall be a party, or any corporation or
national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder,
provided
such corporation or national banking association shall be
eligible
under the provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
The Trustee shall mail notice of any such merger or consolidation
to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10. Appointment of Co-Trustee
or Separate Trustee.
(a) Notwithstanding any other provisions hereof,
at any time, for the purpose of meeting any legal requirements of
any jurisdiction in which any part of the Trust Fund or property
securing the same may at the time be located, the Master Servicer
and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more
Persons
approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate
trustees, of all or any part of the Trust Fund, and to vest in
such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions
of
this Section 8.10, such powers, duties, obligations, rights and
trusts as the Master Servicer and the Trustee may consider
necessary or desirable. If the Master Servicer shall not have
joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have
occurred and be continuing, the Trustee alone shall have the
power
to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee
or separate trustee pursuant to this Section 8.10 all rights,
powers, duties and obligations conferred or imposed upon the
Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be
performed (whether as Trustee hereunder or as successor to the
Master Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of
title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to
the Trustee shall be deemed to have been given to each of the
then
separate trustees and co-trustees, as effectively as if given to
each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of
this Article VIII. Each separate trustee and co-trustee, upon
its
acceptance of the trusts conferred, shall be vested with the
estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided
therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating
to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed
with the Trustee.
(d) Any separate trustee or co-trustee may, at any
time, constitute the Trustee, its agent or attorney-in-fact, with
full power and authority, to the extent not prohibited by law, to
do any lawful act under or in respect of this Agreement on its
behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall
vest
in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master
Servicer and the Company, appoint one or more Custodians who are
not Affiliates of the Company, the Master Servicer or any Seller
to hold all or a portion of the Mortgage Files as agent for the
Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each
Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the
Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $15,000,000
and shall be qualified to do business in the jurisdiction in
which
it holds any Mortgage File. Each Custodial Agreement may be
amended only as provided in Section 11.01. The Trustee shall
notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date)
pursuant to this Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the
City of New York where Certificates may be surrendered for
registration of transfer or exchange. The Trustee initially
designates its offices located at 14 Wall Street, 8th Floor, New
York, NY 10005 for the purpose of keeping the Certificate
Register. The Trustee will maintain an office at the address
stated in Section 11.05(c) hereof where notices and demands to or
upon the Trustee in respect of this Agreement may be served.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the
Master Servicer or the Company or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.03, the respective
obligations and responsibilities of the Company, the Master
Servicer and the Trustee created hereby in respect of the
Certificates (other than the obligation of the Trustee to make
certain payments after the Final Distribution Date to
Certificateholders and the obligation of the Company to send
certain notices as hereinafter set forth) shall terminate upon
the
last action required to be taken by the Trustee on the Final
Distribution Date pursuant to this Article IX following the
earlier of:
(i) the later of the final payment or
other liquidation (or any Advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Fund or the
disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or
the Company of all Mortgage Loans and all property acquired
in respect of any Mortgage Loan remaining in the Trust Fund
at a price equal to 100% of the unpaid principal balance of
each Mortgage Loan or, if less than such unpaid principal
balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage
Loans as to which title has been acquired if such fair
market value is less than such unpaid principal balance (net
of any unreimbursed Advances attributable to principal) on
the day of repurchase plus accrued interest thereon at the
Net Mortgage Rate to, but not including, the first day of
the month in which such repurchase price is distributed,
provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the
Court of St. James, living on the date hereof and provided
further that the purchase price set forth above shall be
increased as is necessary, as determined by the Master
Servicer, to avoid disqualification of either REMIC I or
REMIC II as REMICs.
The right of the Master Servicer or the Company to
purchase all the assets of the Trust Fund pursuant to clause (ii)
above is conditioned upon the Pool Stated Principal Balance as of
the Final Distribution Date being less than ten percent of the
Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer
shall be deemed to have been reimbursed for the full amount of
any
unreimbursed Advances theretofore made by it with respect to the
Mortgage Loans. In addition, the Master Servicer or the Company,
as applicable, shall provide to the Trustee the certification
required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the
Master Servicer or the Company, as applicable, the Mortgage Files
pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final
distribution as a result of the exercise by the Company of its
right to purchase the assets of the Trust Fund, the Company shall
give the Trustee not less than 60 days' prior notice of the
Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made
to Certificateholders (whether as a result of the exercise by the
Master Servicer or the Company of its right to purchase the
assets
of the Trust Fund or otherwise). Notice of any termination,
specifying the anticipated Final Distribution Date (which shall
be
a date that would otherwise be a Distribution Date) upon which
the
Certificateholders may surrender their Certificates to the
Trustee
(if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the
Master Servicer or the Company, as applicable (if it is
exercising
its right to purchase the assets of the Trust Fund), or by the
Trustee (in any other case) by letter to Certificateholders
mailed
not earlier than the 15th day and not later than the 25th day of
the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final
Distribution Date upon which final payment of the
Certificates is anticipated to be made upon presentation and
surrender of Certificates at the office or agency of the
Trustee therein designated,
(ii) the amount of any such final
payment, if known, and
(iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, and
(A) in the case of the Class A Certificates (other than the
Class A-7 Certificates) and Class R Certificates, that
payment will be made only upon presentation and surrender of
the Certificates at the office or agency of the Trustee
therein specified and (B) in the case of Class A-7
Certificates, Class M Certificates and Class B Certificates,
that such Certificates shall be delivered to the Trustee no
later than 30 days following the anticipated Final
Distribution Date.
If the Master Servicer or the Company, as applicable, is
obligated
to give notice to Certificateholders as aforesaid, it shall give
such notice to the Certificate Registrar at the time such notice
is given to Certificateholders. In the event such notice is
given
by the Master Servicer or the Company, the Master Servicer or the
Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds
an amount equal to the purchase price for the assets of the Trust
Fund computed as above provided.
(c) In the case of the Class A Certificates (other
than the Class A-7 Certificates) and the Class R Certificates,
upon presentation and surrender of the Certificates by the
Certificateholders thereof, and in the case of the Class A-7,
Class M and Class B Certificates, without any such presentation,
the Trustee shall distribute to the Certificateholders (i) the
amount otherwise distributable on such Distribution Date, if not
in connection with the Master Servicer's or the Company's
election
to repurchase, or (ii) if the Master Servicer or the Company
elected to so repurchase, an amount determined as follows: (A)
with respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus one month's Accrued Certificate
Interest and any previously unpaid Accrued Certificate Interest,
subject to the priority set forth in Section 4.02(a), and (B)
with
respect to the Class R Certificates, any excess of the amounts
available for distribution (including the repurchase price
specified in clause (ii) of subsection (a) of this Section) over
the total amount distributed under the immediately preceding
clause (A). Each Holder of a Class A-7, Class M or Class B
Certificate, by its acceptance thereof, shall be deemed to agree
to, and shall, deliver such Certificates held by such Holder to
the Trustee no later than 30 days following receipt of the final
distribution in respect thereof.
(d) In the event that any Certificateholders shall
not surrender their Certificates for final payment and
cancellation on or before the Final Distribution Date (if so
required by the terms hereof), the Trustee shall on such date
cause all funds in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn
therefrom
and credited to the remaining Certificateholders by depositing
such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as
applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a
second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the
final distribution with respect thereto. If within six months
after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate
steps as directed by the Master Servicer or the Company, as
applicable, to contact the remaining Certificateholders
concerning
surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain
in
the escrow account. If within nine months after the second
notice
any Certificates shall not have been surrendered for
cancellation,
the Trustee shall pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the holders thereof and
the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such holders.
No interest shall accrue or be payable to any Certificateholder
on
any amount held in the escrow account or by the Master Servicer
or
the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 9.01.
Section 9.02. Termination of REMIC II.
REMIC II shall be terminated on the earlier of the
Final Distribution Date and the date on which it is deemed to
receive the last deemed distributions on the Uncertificated REMIC
I Regular Interests and the last distribution due on the Class A,
Class M, Class B and Class R-II Certificates is made.
Section 9.03. Additional Termination Requirements.
(a) REMIC I and REMIC II, as the case may be,
shall be terminated in accordance with the following additional
requirements, unless the Trustee and the Master Servicer have
received an Opinion of Counsel (which Opinion of Counsel shall
not
be an expense of the Trustee) to the effect that the failure of
REMIC I or REMIC II, as the case may be, to comply with the
requirements of this Section 9.03 will not (i) result in the
imposition on the Trust of taxes on "prohibited transactions," as
described in Section 860F of the Code, or (ii) cause either REMIC
I or REMIC II to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a
90-day liquidation period for REMIC I or REMIC II, as the
case may be, and specify the first day of such period in a
statement attached to the Trust Fund's final Tax Return
pursuant to Treasury regulations Section 1.860F-1. The
Master Servicer also shall satisfy all of the requirements
of a qualified liquidation for REMIC I or REMIC II, as the
case may be, under Section 860F of the Code and regulations
thereunder;
(ii) The Master Servicer shall notify the
Trustee at the commencement of such 90-day liquidation
period and, at or prior to the time of making of the final
payment on the Certificates, the Trustee shall sell or
otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer is exercising
its right to purchase the assets of the Trust Fund, the
Master Servicer shall, during the 90-day liquidation period
and at or prior to the Final Distribution Date, purchase all
of the assets of the Trust Fund for cash; provided, however,
that in the event that a calendar quarter ends after the
commencement of the 90-day liquidation period but prior to
the Final Distribution Date, the Master Servicer shall not
purchase any of the assets of the Trust Fund prior to the
close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee
hereby irrevocably approves and appoints the Master Servicer as
its attorney-in-fact to adopt a plan of complete liquidation for
REMIC I and REMIC II at the expense of the Trust Fund in
accordance with the terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The Master Servicer shall make an election to
treat each of REMIC I and REMIC II as a REMIC under the Code and,
if necessary, under applicable state law. Each such election
will
be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate
state
return for the taxable year ending on the last day of the
calendar
year in which the Certificates are issued. For the purposes of
the REMIC I election in respect of the Trust Fund, Uncertificated
REMIC I Regular Interests shall be designated as the "regular
interests" and the Class R-I Certificates shall be designated as
the sole class of "residual interest" in REMIC I. For the
purposes of the REMIC II election in respect of the Trust Fund,
the Class A (other than the Class A-7 Certificates, to the extent
of Class A-7 Component F, and the Class A-9 Certificates), Class
M
and Class B Certificates and Uncertificated REMIC II Regular
Interests shall be designated as the "regular interests" and the
Class R-II Certificates shall be designated as the sole class of
"residual interests" in REMIC II. The Master Servicer and the
Trustee shall not permit the creation of any "interests" (within
the meaning of Section 860G of the Code) in REMIC I or REMIC II
other than the Uncertificated REMIC I Regular Interests and the
Class R-I Certificates and the REMIC II Certificates, the
Uncertificated REMIC II Regular Interests and the Class R-II
Certificates, respectively.
(b) The Closing Date is hereby designated as the
"startup day" of the Trust Fund within the meaning of Section
860G(a)(9) of the Code.
(c) Residential Funding Corporation shall hold a
Class R Certificate representing a 0.01% Percentage Interest of
all Class R-I and R-II Certificates and shall be designated as
the
tax matters person with respect to REMIC I and REMIC II in the
manner provided under Treasury regulations section 1.860F-4(d)
and
temporary Treasury regulations section 301.6231(a)(7)-1T.
Residential Funding Corporation, as tax matters person, shall (i)
act on behalf of REMIC I and REMIC II in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent
the Trust Fund in any administrative or judicial proceeding
relating to an examination or audit by any governmental taxing
authority with respect thereto. The legal expenses, including
without limitation attorneys' or accountants' fees, and costs of
any such proceeding and any liability resulting therefrom shall
be
expenses of the Trust Fund and Residential Funding Corporation
shall be entitled to reimbursement therefor out of amounts
attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 unless such legal expenses
and
costs are incurred by reason of Residential Funding Corporation's
willful misfeasance, bad faith or gross negligence. If
Residential Funding is no longer the Master Servicer hereunder
Residential Funding shall be paid reasonable compensation by any
successor Master Servicer hereto for so acting as "tax matters
person."
(d) The Master Servicer shall prepare or cause to
be prepared all of the Tax Returns that it determines are
required
with respect to either REMIC I or REMIC II created hereunder and
deliver such Tax Returns in a timely manner to the Trustee and
the
Trustee shall sign and file such Tax Returns in a timely manner.
The expenses of preparing such returns shall be borne by the
Master Servicer without any right of reimbursement therefor. The
Master Servicer agrees to indemnify and hold harmless the Trustee
with respect to any tax or liability arising from the Trustee's
signing of Tax Returns that contain errors or omissions.
(e) The Master Servicer shall provide (i) to any
Transferor of a Class R-I or R-II Certificate such information as
is necessary for the application of any tax relating to the
transfer of a Class R-I and R-II Certificate to any Person who is
not a Permitted Transferee, (ii) to the Trustee and the Trustee
shall forward to the Certificateholders such information or
reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption)
and (iii) to the Internal Revenue Service the name, title,
address
and telephone number of the person who will serve as the
representative of each of REMIC I and REMIC II.
(f) The Master Servicer shall take such actions
and shall cause each of REMIC I and REMIC II created hereunder to
take such actions as are reasonably within the Master Servicer's
control and the scope of its duties more specifically set forth
herein as shall be necessary to maintain the status thereof as
REMICs under the REMIC Provisions (and the Trustee shall assist
the Master Servicer, to the extent reasonably requested by the
Master Servicer to do so). The Master Servicer shall not
knowingly or intentionally take any action, cause each of REMIC I
and REMIC II to take any action or fail to take (or fail to cause
to be taken) any action reasonably within its control and the
scope of duties more specifically set forth herein, that, under
the REMIC Provisions, if taken or not taken, as the case may be,
could (i) endanger the status of each of REMIC I and REMIC II as
a
REMIC or (ii) result in the imposition of a tax upon each of
REMIC
I and REMIC II (including but not limited to the tax on
prohibited
transactions as defined in Section 860F(a)(2) of the Code and the
tax on contributions to a REMIC set forth in Section 860G(d) of
the Code) (either such event, an "Adverse REMIC Event") unless
the
Master Servicer receives an Opinion of Counsel (at the expense of
the party seeking to take such action or, if such party fails to
pay such expense, and the Master Servicer determines that taking
such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no
event at the expense of the Master Servicer or the Trustee) to
the
effect that the contemplated action will not, with respect to
each
of REMIC I and REMIC II created hereunder, endanger such status
or, unless the Master Servicer determines in its sole discretion
to indemnify the Trust Fund against such tax, result in the
imposition of such a tax. The Trustee shall not take or fail to
take any action (whether or not authorized hereunder) as to which
the Master Servicer has advised it in writing that it has
received
an Opinion of Counsel to the effect that an Adverse REMIC Event
could occur with respect to such action. In addition, prior to
taking any action with respect to REMIC I and REMIC II or its
assets, or causing REMIC I and REMIC II to take any action, which
is not expressly permitted under the terms of this Agreement, the
Trustee will consult with the Master Servicer or its designee, in
writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to REMIC I and REMIC
II,
and the Trustee shall not take any such action or cause REMIC I
and REMIC II to take any such action as to which the Master
Servicer has advised it in writing that an Adverse REMIC Event
could occur. The Master Servicer may consult with counsel to
make
such written advice, and the cost of same shall be borne by the
party seeking to take the action not expressly permitted by this
Agreement, but in no event at the expense of the Master Servicer.
At all times as may be required by the Code, the Master Servicer
will to the extent within its control and the scope of its duties
more specifically set forth herein, maintain substantially all of
the assets of REMIC I and REMIC II as "qualified mortgages" as
defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on
"prohibited transactions" of REMIC I or REMIC II created
hereunder
as defined in Section 860F(a)(2) of the Code, on "net income from
foreclosure property" of REMIC I or REMIC II as defined in
Section
860G(c) of the Code, on any contributions to REMIC I or REMIC II
after the Startup Day therefor pursuant to Section 860G(d) of the
Code, or any other tax is imposed by the Code or any applicable
provisions of state or local tax laws, such tax shall be charged
(i) to the Master Servicer, if such tax arises out of or results
from a breach by the Master Servicer of any of its obligations
under this Agreement or the Master Servicer has in its sole
discretion determined to indemnify the Trust Fund against such
tax, (ii) to the Trustee, if such tax arises out of or results
from a breach by the Trustee of any of its obligations under this
Agreement, or otherwise (iii) against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such reimbursement the aggregate
of
such taxes shall be allocated in reduction of the Accrued
Certificate Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest
Shortfall.
(h) The Trustee and the Master Servicer shall, for
federal income tax purposes, maintain books and records with
respect to REMIC I and REMIC II on a calendar year and on an
accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the Startup Day, neither the Master
Servicer nor the Trustee shall accept any contributions of assets
to REMIC I and REMIC II unless the Master Servicer and the
Trustee
shall have received an Opinion of Counsel (at the expense of the
party seeking to make such contribution) to the effect that the
inclusion of such assets in REMIC I and REMIC II will not cause
REMIC I and REMIC II to fail to qualify as REMICs at any time
that
any Certificates are outstanding or subject REMIC I and REMIC II
to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee
shall enter into any arrangement by which REMIC I and REMIC II
will receive a fee or other compensation for services nor permit
either such REMIC to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the
Code
or "permitted investments" as defined in Section 860G(a)(5) of
the
Code.
(k) Solely for the purposes of Section 1.860G-
1(a)(4)(iii) of the Treasury regulations, the "latest possible
maturity date" by which the Certificate Principal Balance of each
Class of Certificates representing a regular interest in REMIC II
and the Uncertificated Principal Balance of each Uncertificated
REMIC I Regular Interest (other than each Uncertificated REMIC I
Regular Interest Z) would be reduced to zero is April 25, 2025,
which is the Distribution Date immediately following the latest
scheduled maturity of any Mortgage Loan. The Maturity Date for
each uncertificated REMIC I Regular Interest Z and Uncertificated
REMIC II Regular Interest is the maturity date for the related
Mortgage Loan.
(l) Within 30 days after the Closing Date, the
Master Servicer shall prepare and file with the Internal Revenue
Service Form 8811, "Information Return for Real Estate Mortgage
Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for REMIC I and REMIC II.
(m) Neither the Trustee nor the Master Servicer
shall sell, dispose of or substitute for any of the Mortgage
Loans
(except in connection with (i) the default, imminent default or
foreclosure of a Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of REMIC I and REMIC II,
(iii) the termination of REMIC I and REMIC II pursuant to Article
IX of this Agreement or (iv) a purchase of Mortgage Loans
pursuant
to Article II or III of this Agreement) nor acquire any assets
for
REMIC I and REMIC II, nor sell or dispose of any investments in
the Custodial Account or the Certificate Account for gain, nor
accept any contributions to REMIC I and REMIC II after the
Closing
Date unless it has received an Opinion of Counsel that such sale,
disposition, substitution or acquisition will not (a) affect
adversely the status of REMIC I and REMIC II as REMICs or (b)
unless the Master Servicer has determined in its sole discretion
to indemnify the Trust Fund against such tax, cause REMIC I and
REMIC II to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust
Fund, the Company and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys fees
imposed on or incurred by the Trust Fund, the Company or the
Master Servicer, as a result of a breach of the Trustee's
covenants set forth in Article VIII or this Article X.
(b) The Master Servicer agrees to indemnify the
Trust Fund, the Company and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees)
imposed on or incurred by the Trust Fund, the Company or the
Trustee, as a result of a breach of the Master Servicer's
covenants set forth in this Article X or in Article III with
respect to compliance with the REMIC Provisions, including
without
limitation, any penalties arising from the Trustee's execution of
Tax Returns prepared by the Master Servicer that contain errors
or
omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may
be amended from time to time by the Company, the Master Servicer
and the Trustee, without the consent of any of the
Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any
provisions herein or therein, which may be inconsistent with
any other provisions herein or therein or to correct any
error,
(iii) to modify, eliminate or add to any of
its provisions to such extent as shall be necessary to
maintain the qualification of the Trust Fund as a REMIC at
all times that any Certificate is outstanding or to avoid or
minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim against the
Trust Fund, provided that the Trustee has received an
Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax
and (B) such action will not adversely affect in any
material respect the interests of any Certificateholder,
(iv) to change the timing and/or
nature of deposits into the Custodial Account or the
Certificate Account or to change the name in which the
Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later
than the related Distribution Date, (B) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any
Certificateholder and (C) such change shall not result in a
reduction of the rating assigned to any Class of
Certificates below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing
Date, as evidenced by a letter from each Rating Agency to
such effect,
(v) to modify, eliminate or add to
the provisions of Section 5.02(g) or any other provision
hereof restricting transfer of the Class R-I Certificates
and Class R-II Certificates by virtue of their being the
"residual interests" in REMIC I and REMIC II, respectively,
provided that (A) such change shall not result in reduction
of the rating assigned to any such Class of Certificates
below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such
effect, and (B) such change shall not, as evidenced by an
Opinion of Counsel (at the expense of the party seeking so
to modify, eliminate or add such provisions), cause either
the Trust Fund or any of the Certificateholders (other than
the transferor) to be subject to a federal tax caused by a
transfer to a Person that is not a Permitted Transferee, or
(vi) to make any other provisions with
respect to matters or questions arising under this Agreement
or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial
Agreement may also be amended from time to time by the Company,
the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates
affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of
this Agreement or such Custodial Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount
of, or delay the timing of, payments which are required to
be distributed on any Certificate without the consent of the
Holder of such Certificate,
(ii) adversely affect in any material
respect the interest of the Holders of Certificates of any
Class in a manner other than as described in clause (i)
hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Percentage
Interests aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of
Certificates of any Class the Holders of which are required
to consent to any such amendment, in any such case without
the consent of the Holders of all Certificates of such Class
then outstanding.
(c) Notwithstanding any contrary provision of this
Agreement, the Trustee shall not consent to any amendment to this
Agreement unless it shall have first received an Opinion of
Counsel (at the expense of the party seeking such amendment) to
the effect that such amendment or the exercise of any power
granted to the Master Servicer, the Company or the Trustee in
accordance with such amendment will not result in the imposition
of a federal tax on the Trust Fund or cause either REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
(d) Promptly after the execution of any such
amendment the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder. It shall
not be necessary for the consent of Certificateholders under this
Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such
consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole
discretion, to obtain and deliver to the Trustee any corporate
guaranty, payment obligation, irrevocable letter of credit,
surety
bond, insurance policy or similar instrument or a reserve fund,
or
any combination of the foregoing, for the purpose of protecting
the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund
shall be held by the Trustee for the benefit of the Class B
Certificateholders, but shall not be and shall not be deemed to
be
under any circumstances included in the Trust Fund. To the
extent
that any such instrument or fund constitutes a reserve fund for
federal income tax purposes, (i) any reserve fund so established
shall be an outside reserve fund and not an asset of the Trust
Fund, (ii) any such reserve fund shall be owned by the Company,
and (iii) amounts transferred by the Trust Fund to any such
reserve fund shall be treated as amounts distributed by the Trust
Fund to the Company or any successor, all within the meaning of
proposed Treasury Regulations Section 1.860G-1(h) as it reads as
of the Cut-off Date. In connection with the provision of any
such
instrument or fund, this Agreement and any provision hereof may
be
modified, added to, deleted or otherwise amended in any manner
that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be
made
by written instrument executed or consented to by the Company but
without the consent of any Certificateholder and without the
consent of the Master Servicer or the Trustee being required
unless any such amendment would impose any additional obligation
on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as
applicable; provided that the Company obtains an Opinion of
Counsel (which need not be an opinion of Independent counsel) to
the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust Fund, including without
limitation,
any federal tax imposed on "prohibited transactions" under
Section
860F(a)(1) of the Code or on "contributions after the startup
date" under Section 860G(d)(1) of the Code and (b) either REMIC I
or REMIC II to fail to qualify as a REMIC at any time that any
Certificate is outstanding. In the event that the Company elects
to provide such coverage in the form of a limited guaranty
provided by General Motors Acceptance Corporation, the Company
may
elect that the text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit M (in which
case Residential Funding's Subordinate Certificate Loss
Obligation
as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited
guaranty
shall be executed in the form attached hereto as Exhibit N, with
such changes as the Company shall deem to be appropriate; it
being
understood that the Trustee has reviewed and approved the content
of such forms and that the Trustee's consent or approval to the
use thereof is not required.
Section 11.02. Recordation of Agreement;
Counterparts.
(a) To the extent permitted by applicable law,
this Agreement is subject to recordation in all appropriate
public
offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such
recordation
to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of Holders of
Certificates entitled to at least 25% of the Voting Rights), but
only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
(b) For the purpose of facilitating the
recordation of this Agreement as herein provided and for other
purposes, this Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be
deemed
to be an original, and such counterparts shall constitute but one
and the same instrument.
Section 11.03. Limitation on Rights
of Certificateholders.
(a) The death or incapacity of any
Certificateholder shall not operate to terminate this Agreement
or
the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any
action or proceeding in any court for a partition or winding up
of
the Trust Fund, nor otherwise affect the rights, obligations and
liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right to
vote (except as expressly provided herein) or in any manner
otherwise control the operation and management of the Trust Fund,
or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by
reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by
virtue of any provision of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with
respect to this Agreement, unless such Holder previously shall
have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also
the
Holders of Certificates of any Class evidencing in the aggregate
not less than 25% of the related Percentage Interests of such
Class, shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs,
expenses
and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request
and
offer of indemnity, shall have neglected or refused to institute
any such action, suit or proceeding it being understood and
intended, and being expressly covenanted by each
Certificateholder
with every other Certificateholder and the Trustee, that no one
or
more Holders of Certificates of any Class shall have any right in
any manner whatever by virtue of any provision of this Agreement
to affect, disturb or prejudice the rights of the Holders of any
other of such Certificates of such Class or any other Class, or
to
obtain or seek to obtain priority over or preference to any other
such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the common benefit of
Certificateholders of such Class or all Classes, as the case may
be. For the protection and enforcement of the provisions of this
Section 11.03, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or
in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed
by and construed in accordance with the laws of the State of New
York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing
and shall be deemed to have been duly given if personally
delivered at or mailed by registered mail, postage prepaid
(except
for notices to the Trustee which shall be deemed to have been
duly
given only when received), to (a) in the case of the Company,
8400
Normandale Lake Boulevard, Suite 700, Minneapolis, Minnesota
55437, Attention: President, or such other address as may
hereafter be furnished to the Master Servicer and the Trustee in
writing by the Company, (b) in the case of the Master Servicer,
10
Universal City Plaza, Suite 2100, Universal City, California
91608, Attention: Ms. Becker or such other address as may be
hereafter furnished to the Company and the Trustee by the Master
Servicer in writing, (c) in the case of the Trustee, One First
National Plaza, Suite 0126, Chicago, Illinois 60670-0126,
Attention: Residential Funding Corporation Series 1995-S3 or such
other address as may hereafter be furnished to the Company and
the
Master Servicer in writing by the Trustee, (d) in the case of
Fitch, One State Street Plaza, New York, New York 10004, or such
other address as may hereafter be furnished to the Company, the
Trustee and the Master Servicer in writing by Fitch and (e) in
the
case of Standard & Poor's, 25 Broadway, New York, New York 10004
or such other address as may be hereafter furnished to the
Company, Trustee, and Master Servicer by Standard & Poor's. Any
notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the
address of such holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether
or
not the Certificateholder receives such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as
applicable, shall notify each Rating Agency and the Subservicer
at
such time as it is otherwise required pursuant to this Agreement
to give notice of the occurrence of, any of the events described
in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise
required to be delivered pursuant to this Agreement of any of the
statements described in clauses (e) and (f) below:
(a) a material change or amendment to this
Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor
Master Servicer or Trustee or a change in the majority
ownership of the Trustee,
(d) the filing of any claim under the Master
Servicer's blanket fidelity bond and the errors and
omissions insurance policy required by Section 3.12 or the
cancellation or modification of coverage under any such
instrument,
(e) the statement required to be delivered to the
Holders of each Class of Certificates pursuant to Section
4.03,
(f) the statements required to be delivered
pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial
Account or the Certificate Account,
(h) the occurrence of any monthly cash flow
shortfall to the Holders of any Class of Certificates
resulting from the failure by the Master Servicer to make an
Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date,
and
(j) the repurchase of or substitution for any
Mortgage Loan,
provided, however, that with respect to notice of the occurrence
of the events described in clauses (d), (g) or (h) above, the
Master Servicer shall provide prompt written notice to each
Rating
Agency and the Subservicer of any such event known to the Master
Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the
other
provisions of this Agreement or of the Certificates or the rights
of the Holders thereof.
IN WITNESS WHEREOF, the Company, the Master Servicer
and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized and their
respective seals, duly attested, to be hereunto affixed, all as
of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By: /s/Bruce J. Legan
Name: Bruce J. Legan
Title: Vice President
Attest: /s/Jill M. Davis
Name: Jill M. Davis
Title: Director
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By: /s/Jill M. Davis
Name: Jill M. Davis
Title: Director
Attest: /s/Bruce J. Legan
Name: Bruce J. Legan
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By: /s/Steven M. Wagner
Name: Steven M. Wagner
Title: Vice President
Attest: /s/Faye Wright
Name: Faye Wright
Title: Assistant Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 28th day of April, 1995 before me, a notary
public in and for said State, personally appeared Bruce J. Legan,
known to me to be a Vice President of Residential Funding
Mortgage
Securities I, Inc., one of the corporations that executed the
within
instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of April, 1995 before me, a notary
public in and for said State, personally appeared Jill M. Davis,
known to me to be a Director of Residential Funding Corporation,
one
of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 28th day of April, 1995 before me, a notary
public in and for said State, personally appeared
_____________________
_____________, known to me to be a Vice President of The First
National Bank of Chicago, the national banking association that
executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED
UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION
UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF
THIS
CERTIFICATE IS APRIL 28, 1995. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 225% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED
IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE
HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER [$1,000]
[$100,000]
OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE
YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID ATTRIBUTABLE TO
THE
INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER [$1,000]
[$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL
AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO
REPRESENTATION
IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE
STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE
CONSTANCY OF THE PASS-THROUGH RATE.]
Certificate No. ____ [___%][Variable] Pass-Through
Rate
Class A-__ Senior [___% [Initial] Pass-Through
Rate
based on a Notional Amount]
Date of Pooling and Servicing
Agreement and Cut-off Date: [Percentage Interest:__%]
April 1, 1995
Aggregate [Initial
Certificate Principal Balance]
First Distribution Date: [Notional Amount] of the
Class A-__ Certificates:
May 25, 1995 $_____________]
[Class A-7 Component A: $__________
Class A-7 Component B: $__________
Class A-7 Component C: $__________
Class A-7 Component D: $__________
Class A-7 Component E: $__________
Class A-7 Component F: $__________
Class A-7 Component G: $__________]
Master Servicer:
Residential Funding [Initial] [Certificate
Corporation Principal Balance]
[Notional Amount] of
This Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP 760944-_____
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S3
evidencing a percentage interest in the distributions
allocable to the Class A-__ Certificates with respect to
a Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage
Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments
on the Certificates.
This certifies that _____________________________ is the
registered owner of the Percentage Interest evidenced by this
Certificate [(obtained by dividing the Initial Certificate
Principal
Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class A-___ Certificates, both as
specified
above)] in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional
one-
to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding
Mortgage
Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement")
among
the Company, the Master Servicer and The First National Bank of
Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the
extent
not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of
the
Agreement, to which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder
is
bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close
of business on the last day (or if such last day is not a
Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an
amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount [(of interest and principal, if any)]
required to be distributed to Holders of Class A-__ Certificates
on
such Distribution Date. [The Notional Amount of Class A-7
Component
E as of any date of determination is equal to the sum of (a)
9/170th
of the aggregate Certificate Principal Balance of the Class A-1
Certificates and Class A-2 Certificates as of such date and (b)
1/34th of the aggregate Certificate Principal Balance of the
Class
A-3 Certificates as of such date. The Notional Amounts of Class
A-7
Component G and the Stripped Interests Certificates as of any
date
of determination are equal to 14% and 86%, respectively, of the
aggregate Certificate Principal Balance of the Certificates of
all
classes (including the Class M Certificates and Class B
Certificates) as of such date.] [The Class A-9 Certificates have
no
Certificate Principal Balance.]
Distributions on this Certificate will be made either by
the Master Servicer acting on behalf of the Trustee or by a
Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person
entitled
thereto if such Person shall have so notified the Master Servicer
or
such Paying Agent, or by check mailed to the address of the
Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. [The Initial
Certificate Principal Balance of this Certificate and the amounts
of
the Class A-7 Component A, Class A-7 Component B, Component Class
A-
7 Component C, Class A-7 Component D, Class A-7 Component E,
Class
A-7 Component F and Class A-7 Component G is set forth above.
The
Certificate Principal Balance hereof will be reduced to the
extent
of distributions allocable to principal and any Realized Losses
allocable hereto.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-
Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of
this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage
Interest evidenced by the within Mortgage Pass-Through
Certificate
and hereby authorizes the transfer of registration of such
interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A
CERTIFICATES AND CLASS R-I CERTIFICATES [AND] CLASS R-II
CERTIFICATES [AND CLASS M-1 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D
OF THE INTERNAL REVENUE CODE OF 1986.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
UNLESS
THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL SATISFACTORY TO THE
MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN IS PERMISSIBLE
UNDER
APPLICABLE LAW AND WILL NOT SUBJECT THE MASTER SERVICER, THE
COMPANY
OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
IN
THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT
("OID")
RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS
APRIL 28, 1995. BASED ON PROPOSED OID REGULATIONS PUBLISHED IN
THE
FEDERAL REGISTER ON DECEMBER 22, 1992 AND ASSUMING THAT THE
MORTGAGE
LOANS PREPAY AT 225% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS
BEEN
ISSUED WITH NO MORE THAN $ OF OID PER $1,000 OF
INITIAL
CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS % AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS
NO
MORE THAN $ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION
IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE
STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
Certificate No. ___ 8.50% Pass-Through
Rate
Class M- Subordinate Aggregate Certificate
Principal Balance
of the Class M
Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
April 1, 1995 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
May 25, 1995
CUSIP: 760944-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S3
evidencing a percentage interest in any distributions
allocable to the Class M-__ Certificates with respect to
the Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage
Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments
on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Certificate Principal
Balance
of this Certificate by the aggregate Certificate Principal
Balance
of all Class M-__ Certificates, both as specified above) in
certain
distributions with respect to a Trust Fund consisting primarily
of
a pool of conventional one- to four-family fixed interest rate
first
mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter
called
the "Company," which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created
pursuant
to a Pooling and Servicing Agreement dated as specified above
(the
"Agreement") among the Company, the Master Servicer and The First
National Bank of Chicago, as trustee (the "Trustee"), a summary
of
certain of the pertinent provisions of which is set forth
hereafter.
To the extent not defined herein, the capitalized terms used
herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions
of the Agreement, to which Agreement the Holder of this
Certificate
by virtue of the acceptance hereof assents and by which such
Holder
is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close
of business on the last day (or if such last day is not a
Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an
amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class M-__ Certificates
on
such Distribution Date.
Distributions on this Certificate will be made either by
the Master Servicer acting on behalf of the Trustee or by a
Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person
entitled
thereto if such Person shall have so notified the Master Servicer
or
such Paying Agent, or by check mailed to the address of the
Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of the distributions allocable to principal and any
Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-
Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage
Interest evidenced by the within Mortgage Pass-Through
Certificate
and hereby authorizes the transfer of registration of such
interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A
CERTIFICATES, CLASS R-I CERTIFICATES, CLASS R-II CERTIFICATES AND
CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
UNLESS
THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL SATISFACTORY TO THE
MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN IS PERMISSIBLE
UNDER
APPLICABLE LAW AND WILL NOT SUBJECT THE MASTER SERVICER, THE
COMPANY
OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
IN
THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D
OF THE INTERNAL REVENUE CODE OF 1986. THE FOLLOWING INFORMATION
IS
PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE.
THE
ISSUE DATE OF THIS CERTIFICATE IS APRIL 28, 1995. BASED ON
PROPOSED
OID REGULATIONS PUBLISHED IN THE FEDERAL REGISTER ON DECEMBER 22,
1992 AND ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 225% OF THE
STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN
$___
OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE
YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO
THE
INITIAL ACCRUAL PERIOD IS NO MORE THAN $____ PER $1,000 OF
INITIAL
CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR
AT
ANY OTHER RATE.
Certificate No. __ 8.50 % Pass-Through
Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
April 1, 1995 Date:
Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
May 25, 1995
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S3
evidencing a percentage interest in any distributions
allocable to the Class B-__ Certificates with respect to
the Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage
Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments
on the Certificates.
This certifies that Residential Funding Mortgage
Securities I, Inc. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the
aggregate
Certificate Principal Balance of all Class B-__ Certificates,
both
as specified above) in certain distributions with respect to a
Trust
Fund consisting primarily of a pool of conventional one- to four-
family fixed interest rate first mortgage loans (the "Mortgage
Loans"), formed and sold by Residential Funding Mortgage
Securities
I, Inc. (hereinafter called the "Company," which term includes
any
successor entity under the Agreement referred to below). The
Trust
Fund was created pursuant to a Pooling and Servicing Agreement
dated
as specified above (the "Agreement") among the Company, the
Master
Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein,
the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to
the
terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the
acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such
last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month next preceding the month of such
distribution (the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the Percentage
Interest
evidenced by this Certificate and the amount (of interest and
principal, if any) required to be distributed to Holders of Class
B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by
the Master Servicer acting on behalf of the Trustee or by a
Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person
entitled
thereto if such Person shall have so notified the Master Servicer
or
such Paying Agent, or by check mailed to the address of the
Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of the distributions allocable to principal and any
Realized Losses allocable hereto.
No transfer of this Class B Certificate will be made
unless such transfer is exempt from the registration requirements
of
the Securities Act of 1933, as amended, and any applicable state
securities laws or is made in accordance with said Act and laws.
In
the event that such a transfer is to be made, (i) the Trustee or
the
Company may require an opinion of counsel acceptable to and in
form
and substance satisfactory to the Trustee and the Company that
such
transfer is exempt (describing the applicable exemption and the
basis therefor) from or is being made pursuant to the
registration
requirements of the Securities Act of 1933, as amended, and of
any
applicable statute of any state and (ii) the transferee shall
execute an investment letter in the form described by the
Agreement.
The Holder hereof desiring to effect such transfer shall, and
does
hereby agree to, indemnify the Trustee, the Company, the Master
Servicer and the Certificate Registrar acting on behalf of the
Trustee against any liability that may result if the transfer is
not
so exempt or is not made in accordance with such Federal and
state
laws. In connection with any such transfer, the Trustee will
also
require (i) a representation letter, in the form as described by
the
Agreement, stating that the transferee is not an employee benefit
plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or (ii) if such transferee is an employee benefit plan
subject to ERISA, an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the
Master Servicer with respect to the permissibility of such
transfer
under ERISA and stating, among other things, that the
transferee's
acquisition of a Class B Certificate will not constitute or
result
in a "prohibited transaction" within the meaning of Section 406
or
407 of ERISA or Section 4975 of the Internal Revenue Code.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-
Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage
Interest evidenced by the within Mortgage Pass-Through
Certificate
and hereby authorizes the transfer of registration of such
interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D
OF THE INTERNAL REVENUE CODE OF 1986.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
UNLESS
THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL SATISFACTORY TO THE
MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN IS PERMISSIBLE
UNDER
APPLICABLE LAW AND WILL NOT SUBJECT THE MASTER SERVICER, THE
COMPANY
OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
IN
THE AGREEMENT (AS DEFINED BELOW).
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY
BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER
AFFIDAVIT
TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE
IS
NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
OR
ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521
OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE
CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY
SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN
SECTION
1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF
THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION
OF
THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO
BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE
DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF
THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS
OF
THIS PARAGRAPH.
Certificate No. ___ 8.50% Pass-Through Rate
Class [R-I] [R-II] Senior Aggregate Initial
Certificate Principal Balance of
the Class [R-I] [R-
II]
Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
April 1, 1995 Initial Certificate
Principal
Balance of this Certificate:
First Distribution Date: $_______________
May 25, 1995
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760944-_____
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S3
evidencing a percentage interest in any distributions
allocable to the Class [R-I] [R-II] Certificates with
respect to REMIC I. REMIC I is a part of a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans
formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage
Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments
on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Initial Certificate
Principal
Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class [R-I] [R-II] Certificates, both as
specified above) in certain distributions with respect to a REMIC
I.
REMIC I is a part of a Trust Fund consisting primarily of a pool
of
conventional one- to four-family fixed interest rate first
mortgage
loans (the "Mortgage Loans"), formed and sold by Residential
Funding
Mortgage Securities I, Inc. (hereinafter called the "Company,"
which
term includes any successor entity under the Agreement referred
to
below). The Trust Fund and REMIC I were created pursuant to a
Pooling and Servicing Agreement dated as specified above (the
"Agreement") among the Company, the Master Servicer and The First
National Bank of Chicago, as trustee (the "Trustee"), a summary
of
certain of the pertinent provisions of which is set forth
hereafter.
To the extent not defined herein, the capitalized terms used
herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions
of the Agreement, to which Agreement the Holder of this
Certificate
by virtue of the acceptance hereof assents and by which such
Holder
is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close
of business on the last day (or if such last day is not a
Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an
amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class [R-I] [R-II]
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have
agreed to be bound by the restrictions set forth in the Agreement
to
the effect that (i) each person holding or acquiring any
Ownership
Interest in this Certificate must be a United States Person and a
Permitted Transferee, (ii) the transfer of any Ownership Interest
in
this Certificate will be conditioned upon the delivery to the
Trustee of, among other things, an affidavit to the effect that
it
is a United States Person and Permitted Transferee, (iii) any
attempted or purported transfer of any Ownership Interest in this
Certificate in violation of such restrictions will be absolutely
null and void and will vest no rights in the purported
transferee,
and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any Ownership Interest in this
Certificate in violation of such restrictions, then the Company
will
have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a
purchaser
selected by the Company, which purchaser may be the Company, or
any
affiliate of the Company, on such terms and conditions as the
Company may choose.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of distributions allocable to principal and any
Realized
Losses allocable hereto. Notwithstanding the reduction of the
Certificate Principal Balance hereof to zero, this Certificate
will
remain outstanding under the Agreement and the Holder hereof may
have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain
additional
distributions hereon, in accordance with the terms and provisions
of
the Agreement.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-
Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of
this Certificate set forth on the reverse hereof, which further
provisions shall for all purpose have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R-I] [R-II] Certificates
referred to in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage
Interest evidenced by the within Mortgage Pass-Through
Certificate
and hereby authorizes the transfer of registration of such
interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented
from time to time, the "Agreement"), dated as of April 1, 1995,
by
and among THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
(including
its successors under the Pooling Agreement defined below, the
"Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
(together with any successor in interest, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together
with
any successor in interest or successor under the Pooling
Agreement
referred to below, the "Master Servicer"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION (together with any successor in
interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the
Trustee have entered into a Pooling and Servicing Agreement dated
as
of April 1, 1995, relating to the issuance of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates,
Series 1995-S3 (as in effect on the date of this agreement, the
"Original Pooling Agreement," and as amended and supplemented
from
time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for
the Trustee for the purposes of receiving and holding certain
documents and other instruments delivered by the Company and the
Master Servicer under the Pooling Agreement, all upon the terms
and
conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the
Trustee,
the Company, the Master Servicer and the Custodian hereby agree
as
follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of
Mortgage Files. The Custodian, as the duly appointed agent of
the
Trustee for these purposes, acknowledges receipt of the Mortgage
Files relating to the Mortgage Loans identified on the schedule
attached hereto (the "Mortgage Files") and declares that it holds
and will hold the Mortgage Files as agent for the Trustee, in
trust,
for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any
Mortgage File includes one or more assignments to the Trustee of
Mortgage Notes and related Mortgages that have not been recorded,
each such assignment shall be delivered by the Custodian to the
Company for the purpose of recording it in the appropriate public
office for real property records, and the Company, at no expense
to
the Custodian, shall promptly cause to be recorded in the
appropriate public office for real property records each such
assignment and, upon receipt thereof from such public office,
shall
return each such assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall
deliver to the Trustee an Initial Certification in the form
annexed
hereto as Exhibit One evidencing receipt of a Mortgage File for
each
Mortgage Loan listed on the Schedule attached hereto (the
"Mortgage
Loan Schedule").
(b) Within 45 days of the initial issuance of the
Certificates, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions
of
Section 2.02 of the Pooling Agreement, each Mortgage File, and
shall
deliver to the Trustee an Interim Certification in the form
annexed
hereto as Exhibit Two to the effect that all documents required
to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement
have been executed and received and that such documents relate to
the Mortgage Loans identified on the Mortgage Loan Schedule,
except
for any exceptions listed on Schedule A attached to such Interim
Certification. Within 45 days of receipt of the documents
required
to be delivered pursuant to Section 2.01(c) of the Pooling
Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions
of
Section 2.02 of the Pooling Agreement, each such document, and
shall
deliver to the Trustee either (i) an Interim Certification in the
form attached hereto as Exhibit Two to the effect that all such
documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final
Certification
as set forth in subsection (c) below. The Custodian shall be
under
no duty or obligation to inspect, review or examine said
documents,
instruments, certificates or other papers to determine that the
same
are genuine, enforceable, or appropriate for the represented
purpose
or that they have actually been recorded or that they are other
than
what they purport to be on their face. If in performing the
review
required by this Section 2.3 the Custodian finds any document or
documents constituting a part of a Mortgage File to be defective
in
any material respect, the Custodian shall promptly so notify the
Company, the Master Servicer and the Trustee. Upon receipt of
written notification from the Master Servicer, signed by a
Servicing
Officer, that the Master Servicer or a Subservicer, as the case
may
be, has made a deposit into the Certificate Account in payment
for
the purchase of the related Mortgage Loan in an amount equal to
the
Purchase Price for such Mortgage Loan, the Custodian shall
release
to the Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the
Mortgage Files the Custodian shall deliver to the Trustee a Final
Certification in the form annexed hereto as Exhibit Three
evidencing
the completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the Trustee with a
list of all of the documents relating to the Mortgage Loans then
contained in the Mortgage Files.
Section 2.4. Notification of Breaches of
Representations and Warranties. Upon discovery by the Custodian
of
a breach of any representation or warranty made by the Master
Servicer or the Company as set forth in the Pooling Agreement or
by
a Seller in a Seller's Agreement or by Residential Funding or the
Company in the Assignment Agreement with respect to a Mortgage
Loan
relating to a Mortgage File, the Custodian shall give prompt
written
notice to the Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of
Mortgage Files. Upon the repurchase or substitution of any
Mortgage
Loan pursuant to Article II of the Pooling Agreement or payment
in
full of any Mortgage Loan, or the receipt by the Master Servicer
of
a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall
immediately
notify the Custodian by a certification (which certification
shall
include a statement to the effect that all amounts received or to
be
received in connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section 3.07 of
the
Pooling Agreement have been or will be so deposited) of a
Servicing
Officer and shall request delivery to it of the Mortgage File.
The
Custodian agrees, upon receipt of such certification and request,
promptly to release to the Master Servicer the related Mortgage
File. The Master Servicer shall deliver to the Custodian and the
Custodian agrees to accept the Mortgage Note and other documents
constituting the Mortgage File with respect to any Qualified
Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose,
collection under any Primary Insurance Policy or any Mortgage
Pool
Insurance Policy, the Master Servicer shall deliver to the
Custodian
a certificate of a Servicing Officer requesting that possession
of
all, or any document constituting part, of the Mortgage File be
released to the Master Servicer and certifying as to the reason
for
such release and that such release will not invalidate any
insurance
coverage provided in respect of the Mortgage Loan under any of
the
Required Insurance Policies. With such certificate, the Master
Servicer shall deliver to the Custodian a trust receipt signed by
a
Servicing Officer on behalf of the Master Servicer, and upon
receipt
of the foregoing, the Custodian shall deliver the Mortgage File
or
such document to the Master Servicer. The Master Servicer shall
cause each Mortgage File or any document therein so released to
be
returned to the Custodian when the need therefor by the Master
Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the
Mortgage File or such document has been delivered to an attorney,
or
to a public trustee or other public official as required by law,
for
purposes of initiating or pursuing legal action or other
proceedings
for the foreclosure of the Mortgaged Property either judicially
or
non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to
the
name and address of the Person to which such Mortgage File or
such
document was delivered and the purpose or purposes of such
delivery.
In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver the Trust Receipt with respect thereto to the
Master
Servicer upon deposit of the related Liquidation Proceeds in the
Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that
any assumption agreement or substitution of liability agreement
is
entered into with respect to any Mortgage Loan subject to this
Agreement in accordance with the terms and provisions of the
Pooling
Agreement, the Master Servicer shall notify the Custodian that
such
assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or
substitution agreement, which shall be added to the related
Mortgage
File and, for all purposes, shall be considered a part of such
Mortgage File to the same extent as all other documents and
instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the
Trustee. With respect to each Mortgage Note, Mortgage and other
documents constituting each Mortgage File which are delivered to
the
Custodian, the Custodian is exclusively the bailee and agent of
the
Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee,
holds
such documents for the benefit of Certificateholders and
undertakes
to perform such duties and only such duties as are specifically
set
forth in this Agreement. Except upon compliance with the
provisions
of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or
other document constituting a part of a Mortgage File shall be
delivered by the Custodian to the Company or the Master Servicer
or
otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby
agrees to indemnify and hold the Custodian harmless from and
against
all claims, liabilities, losses, actions, suits or proceedings at
law or in equity, or any other expenses, fees or charges of any
character or nature, which the Custodian may incur or with which
the
Custodian may be threatened by reason of its acting as custodian
under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if
counsel
for the Custodian has been approved by the Company, and the cost
of
defending any action, suit or proceedings or resisting any claim.
Notwithstanding the foregoing, it is specifically understood and
agreed that in the event any such claim, liability, loss, action,
suit or proceeding or other expense, fee or charge shall have
been
caused by reason of any negligent act, negligent failure to act
or
willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the
indemnification provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The
Custodian in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it would
have
if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees
and Expenses. The Master Servicer covenants and agrees to pay to
the Custodian from time to time, and the Custodian shall be
entitled
to, reasonable compensation for all services rendered by it in
the
exercise and performance of any of the powers and duties
hereunder
of the Custodian, and the Master Servicer will pay or reimburse
the
Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in
accordance with any of the provisions of this Agreement
(including
the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ),
except
any such expense, disbursement or advance as may arise from its
negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and
duties
hereby imposed upon it as such obligations and duties relate to
its
acting as Custodian of the Mortgage Loans. Upon receiving such
notice of resignation, the Trustee shall either take custody of
the
Mortgage Files itself and give prompt notice thereof to the
Company,
the Master Servicer and the Custodian, or promptly appoint a
successor Custodian by written instrument, in duplicate, one copy
of
which instrument shall be delivered to the resigning Custodian
and
one copy to the successor Custodian. If the Trustee shall not
have
taken custody of the Mortgage Files and no successor Custodian
shall
have been so appointed and have accepted appointment within 30
days
after the giving of such notice of resignation, the resigning
Custodian may petition any court of competent jurisdiction for
the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In
such event, the Trustee shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian
hereunder.
Any successor Custodian shall be a depository institution subject
to
supervision or examination by federal or state authority and
shall
be able to satisfy the other requirements contained in Section
3.7
and shall be unaffiliated with the Master Servicer or the
Company.
Any resignation or removal of the Custodian and
appointment of a successor Custodian pursuant to any of the
provisions of this Section 3.5 shall become effective upon
acceptance of appointment by the successor Custodian. The
Trustee
shall give prompt notice to the Company and the Master Servicer
of
the appointment of any successor Custodian. No successor
Custodian
shall be appointed by the Trustee without the prior approval of
the
Company and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any
Person into which the Custodian may be merged or converted or
with
which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Custodian shall
be
a party, or any Person succeeding to the business of the
Custodian,
shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part
of
any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The
Custodian hereby represents that it is a depository institution
subject to supervision or examination by a federal or state
authority, has a combined capital and surplus of at least
$10,000,000 and is qualified to do business in the jurisdictions
in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents
and demands and other communications required under this
Agreement
or pursuant to any other instrument or document delivered
hereunder
shall be in writing and, unless otherwise specifically provided,
may
be delivered personally, by telegram or telex, or by registered
or
certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed
by
the particular party whose address is stated herein by similar
notice in writing), in which case the notice will be deemed
delivered when received.
Section 4.2. Amendments. No modification or amendment
of or supplement to this Agreement shall be valid or effective
unless the same is in writing and signed by all parties hereto,
and
neither the Company, the Master Servicer nor the Trustee shall
enter
into any amendment hereof except as permitted by the Pooling
Agreement. The Trustee shall give prompt notice to the Custodian
of
any amendment or supplement to the Pooling Agreement and furnish
the
Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be
deemed a contract made under the laws of the State of New York
and
shall be construed and enforced in accordance with and governed
by
the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent
permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in
which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer
and at its expense on direction by the Trustee (pursuant to the
request of holders of Certificates evidencing undivided interests
in
the aggregate of not less than 25% of the Trust Fund), but only
upon
direction accompanied by an Opinion of Counsel reasonably
satisfactory to the Master Servicer to the effect that the
failure
to effect such recordation is likely to materially and adversely
affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this
Agreement
may be executed simultaneously in any number of counterparts,
each
of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If any one or
more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then
such
covenants, agreements, provisions or terms shall be deemed
severable
from the remaining covenants, agreements, provisions or terms of
this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of
the
Certificates or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the
date first above written.
Address: THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation
Series 1995-S3
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name: Bruce Legan
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master
Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 28th day of April, 1995, before me, a notary
public in and for said State, personally appeared
_______________________, known to me to be a Vice President of
The
First National Bank of Chicago, a New York banking corporation
that executed the within instrument, and also known to me to be
the person who executed it on behalf of said corporation and
acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary
Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of April, 1995, before me, a notary
public in and for said State, personally appeared Kathleen
Marshall, known to me to be a Trust Officer of Norwest Bank
Minnesota, National Association, a national banking association
that executed the within instrument, and also known to me to be
the person who executed it on behalf of said national banking
association, and acknowledged to me that such national banking
association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary Public
[SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 28th day of April, 1995, before me, a notary
public in and for said State, personally appeared
________________, known to me to be a Vice President of
Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known
to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 28th day of April, 1995, before me, a notary
public in and for said State, personally appeared
________________, known to me to be a Vice President of
Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
April 28, 1995
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S3
Re: Custodial Agreement dated as of April 1, 1995,
by and among The First National Bank of Chicago,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage Pass-
Through Certificates, Series 1995-S3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling
Agreement, the undersigned, as Custodian, hereby certifies that
it
has received a Mortgage File (which contains an original Mortgage
Note) to the extent required in Section 2.01(b) of the Pooling
Agreement with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1995
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S3
Re: Custodial Agreement dated as of April 1, 1995,
by and among The First National Bank of Chicago,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage Pass-
Through Certificates, Series 1995-S3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby
certifies that it has received a Mortgage File to the extent
required pursuant to Section 2.01(b) of the Pooling Agreement
with
respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: all required documents
have been executed and received and that such documents related
to
the Mortgage Loans identified on the Mortgage Loan Schedule, with
any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1995
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S3
Re: Custodial Agreement dated as of April 1, 1995,
by and among The First National Bank of Chicago,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage Pass-
Through Certificates, Series 1995-S3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby
certifies that it has received a Mortgage File with respect to
each Mortgage Loan listed in the Mortgage Loan Schedule
containing
(I) with respect to each such Mortgage Loan (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken
chain of endorsements from the originator thereof to the
Person endorsing it to the Trustee or an original lost note
affidavit from the related Seller or Residential Funding
stating that the original Mortgage Note was lost, misplaced
or destroyed, together with a copy of the related Mortgage
Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the
public recording office in which such mortgage has been
recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or a
copy of such assignment certified by the public recording
office in which such assignment has been recorded;
(iv) With respect to each Mortgage Loan other than a
Cooperative Loan, the original recorded assignment or
assignments of the Mortgage showing an unbroken chain of
title from the originator thereof to the Person assigning it
to the Trustee or a copy of such assignment or assignments
of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to
such Mortgage Loan or a copy of each modification,
assumption agreement or preferred loan agreement certified
by the public recording office in which such document has
been recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken
chain
of endorsements from the originator thereof to the Person
endorsing it to the Trustee, or with respect to any Destroyed
Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage
Note was lost, misplaced or destroyed, together with a copy of
the
related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken
chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect
to
such Cooperative Loan, together with an undated stock power (or
other similar instrument) executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect to the
related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing
statement, and any continuation statements, filed by the
originator of such Cooperative Loan as secured party, each with
evidence of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of
Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above showing an
unbroken chain of title from the originator to the Trustee, each
with evidence of recording thereof, evidencing the interest of
the
originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement referenced in clause (iv)
above, showing an unbroken chain of title from the originator to
the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party and the
Trustee as assignee and an executed UCC-1 financing statement
showing the Company as debtor and the Trustee as secured party,
each in a form sufficient for filing, evidencing the interest of
such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 04/18/95 RFC DISCLOSURE SYSTEM
RFFSD177-01
AT : 15.24.12 FIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S3
CUTOFF : 04/01/95
POOL : 0004167
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL
LOAN FEATURE
MORTGAGOR NAME ORIG TERM PRINCIPAL BAL
# OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I
LTV
ADDRESS LINE 2 CURR NET CURRENT P+I
VALUE
CITY STATE ZIP LOAN PURP NOTE DATE
MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE
MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
_________________________________________________________________
_____________
1343925 180/756 F 131,250.00
ZZ
ATNAFE TIGEST 360 125,339.20
1
4224 MCALICE DRIVE 7.875 951.65
75
7.500 951.65
175,000.00
PLANO TX 75093 1 06/24/93
00
0700465 05 08/01/93
0
2567576 O 07/01/23
0
1352659 444/444 F 344,000.00
ZZ
UTZ JOHN H 360 338,988.93
1
930 SOUTH HAMLIN AVENUE 7.625 2,434.81
77
6.875 2,434.81
450,000.00
PARK RIDGE IL 60068 2 08/09/93
00
6687099 05 10/01/93
0
6687099 O 09/01/23
0
1398001 637/728 F 875,000.00
ZZ
BOGORICIN RITA T 360 875,000.00
1
500 PARK AVE. UNIT 24A 9.500 7,357.48
70
AND 14 MAID NO. 2 9.250 7,357.48
1,250,000.00
NEW YORK NY 10022 1 03/07/95
00
0380101007 06 05/01/95
0
3241643 O 04/01/25
0
1400142 526/728 F 330,000.00
ZZ
FANTOZZI JR NICHOLAS A 360 329,534.36
1
8001 CLARCONA OCOEE ROAD 9.750 2,835.21
66
9.500 2,835.21
500,000.00
ORLANDO FL 32818 5 12/29/94
00
0380100488 05 02/01/95
0
1
7874 O 01/01/25
0
1402613 922/728 F 600,000.00
ZZ
WOODS CHRISTOPH 360 599,734.57
1
453 BIRCH LANE 10.000 5,265.43
74
9.750 5,265.43
817,500.00
HO-HO-KUS NJ 07423 5 02/08/95
00
0380095720 05 04/01/95
0
104753 O 03/01/25
0
1402652 669/669 F 140,000.00
ZZ
PAGANO ARTA J 360 140,000.00
1
583 KNICKERBOCKER ROAD 9.625 1,189.99
65
9.375 1,189.99
216,250.00
TENAFLY NJ 07670 1 03/08/95
00
GM10021340 05 05/01/95
0
GM10021340 O 04/01/25
0
1402728 074/728 F 220,500.00
ZZ
MESERVY JARLE Z 360 220,172.06
1
4875 HILTON COURT 9.500 1,854.08
90
9.250 1,854.08
245,000.00
RENO NV 89509 1 12/27/94
10
0380092636 05 02/01/95
17
25304045 O 01/01/25
0
1403166 526/728 F 370,000.00
ZZ
LABRIOLA ROSE 360 370,000.00
1
103 NORTH COVE ROAD 9.875 3,212.89
62
9.625 3,212.89
600,000.00
OLD SAYBROOK CT 06475 5 03/08/95
00
0380100496 05 05/01/95
0
14718 O 04/01/25
0
1403560 526/728 F 357,500.00
ZZ
CALHOUN ROBERT M 360 357,500.00
1
818 NORTH DOHENY DRIVE #1403 9.750 3,071.48
65
(LOS ANGELES AREA) 9.500 3,071.48
550,000.00
WEST HOLLYWOOD CA 90069 5 03/02/95
00
0380102377 05 05/01/95
0
17065 O 04/01/25
0
1
1403563 028/728 F 302,000.00
ZZ
CLENDENNY JON J 360 302,000.00
1
150 SOUTH THORNE GROVE DRIVE 9.250 2,484.48
78
9.000 2,484.48
389,000.00
VERNON HILLS IL 60061 1 03/09/95
00
0380106451 05 05/01/95
0
350760 O 04/01/25
0
1403730 723/728 F 500,000.00
ZZ
DEMETRIOS ARISTIDES 360 500,000.00
1
1251 SAN ANTONIO ROAD 9.125 4,068.17
56
8.875 4,068.17
900,000.00
PETALUMA CA 94952 2 03/01/95
00
0380098641 05 05/01/95
0
7898 O 04/01/25
0
1403765 472/728 F 350,000.00
ZZ
DE REVERE DELL H 360 350,000.00
1
1924 PORT CARDIFF PLACE 9.125 2,847.72
70
8.875 2,847.72
500,000.00
NEWPORT BEACH CA 92660 2 03/01/95
00
0380098252 05 05/01/95
0
010006046 O 04/01/25
0
1403780 072/072 F 276,000.00
ZZ
MECHELSEN CINDY L 360 272,710.51
1
2460 196TH AVENUE SOUTHEAST 7.375 1,906.27
81
7.125 1,906.27
342,000.00
ISSAQUAH WA 98027 2 12/10/93
96
6577188 05 02/01/94
0
6577188 O 01/01/24
0
1403830 A35/728 F 222,600.00
ZZ
HAWKINS TOMAS K 360 222,600.00
1
3889 WINDANSEA STREET 9.500 1,871.74
80
9.250 1,871.74
278,625.00
LAS VEGAS NV 89117 1 03/15/95
00
0380098971 05 05/01/95
0
2023 O 04/01/25
0
1403850 A91/728 F 300,000.00
ZZ
BERGMAN STEVEN 360 300,000.00
1
2655 REBECCA STREET 9.500 2,522.57
88
9.250 2,522.57
342,000.00
1
BELLMORE NY 11710 1 03/27/95
04
0380101247 05 05/01/95
25
105274 O 04/01/25
0
1403867 637/728 F 300,000.00
ZZ
BAUMRIN STEVEN 360 300,000.00
1
44 HOMESTEAD RD 9.875 2,605.05
64
9.625 2,605.05
470,000.00
TEWKSBURY NJ 08833 1 03/15/95
00
0380099946 05 05/01/95
0
4460192 O 04/01/25
0
1403931 559/728 F 380,000.00
ZZ
RAMATICI MICHAEL 360 380,000.00
1
1505 SKILLMAN LANE 9.375 3,160.65
70
9.125 3,160.65
550,000.00
PETALUMA CA 94952 2 03/13/95
00
0380100702 05 05/01/95
0
0316281 O 04/01/25
0
1403932 028/728 F 980,000.00
ZZ
NEWSOM WELDON J 360 980,000.00
1
507 GREENVILLE AVENUE 9.500 8,240.37
70
9.250 8,240.37
1,400,000.00
ALLEN TX 75002 1 03/09/95
00
0380106527 05 05/01/95
0
075955 O 04/01/25
0
1404461 723/728 F 225,000.00
ZZ
MACDONALD MARY E 360 225,000.00
1
5836 VIRMAR AVENUE 9.000 1,810.40
66
8.750 1,810.40
346,000.00
OAKLAND CA 94618 1 03/06/95
00
0380102047 05 05/01/95
0
7928 O 04/01/25
0
1404467 661/661 F 100,000.00
ZZ
MAINARDI DIANE L 360 99,911.15
1
3A BROOKSIDE HEIGHTS 10.000 877.57
73
9.750 877.57
138,000.00
WANAQUE NJ 07465 1 01/13/95
00
2083236 05 03/01/95
0
2083236 O 02/01/25
0
1
1404480 010/728 F 464,000.00
ZZ
WEITZMAN MARC H 360 464,000.00
1
22331 HARWICH LANE 8.875 3,691.80
80
8.625 3,691.80
580,000.00
HUNTINGTON BEAC CA 92646 1 03/16/95
00
0380099938 05 05/01/95
0
19197672 O 04/01/25
0
1404590 028/728 F 300,000.00
ZZ
HERNANDEZ JOSE A 360 300,000.00
1
651 VINTON ROAD 9.500 2,522.56
75
9.250 2,522.56
400,000.00
VINTON TX 79835 1 03/08/95
00
0380107244 05 05/01/95
0
166431 O 04/01/25
0
1404632 440/728 F 188,900.00
ZZ
HANEY ROBERT T 360 188,900.00
1
8337 JOE RODGERS ROAD 9.000 1,519.94
73
8.750 1,519.94
260,243.00
GRANITE BAY CA 95746 1 03/03/95
00
0380101171 05 05/01/95
0
1330950 O 04/01/25
0
1404636 028/728 F 300,000.00
ZZ
HOANG VI C 360 300,000.00
1
131 LAWSON ROAD 9.375 2,495.25
75
9.125 2,495.25
400,000.00
KENSINGTON CA 94707 1 03/07/95
00
0380100074 05 05/01/95
0
167076 O 04/01/25
0
1404643 766/728 F 48,000.00
T
CASTANO DIEGO 360 48,000.00
1
6345 COLLINS AVENUE 9.250 394.88
80
#539 9.000 394.88
60,000.00
MIAMI FL 33141 1 03/06/95
00
0380098138 06 05/01/95
0
95HA013 O 04/01/25
0
1404739 909/728 F 350,000.00
ZZ
GYVES STEPHEN N 360 350,000.00
1
1
3150 VIA DEL MONTE LIBANO 9.500 2,942.99
80
9.250 2,942.99
440,000.00
VISTA CA 92084 1 03/09/95
00
0380100793 05 05/01/95
0
5000504 O 04/01/25
0
1404746 776/728 F 276,500.00
ZZ
WOOLARD WILLIAM D 360 276,500.00
1
450 ALLENDALE ROAD 9.000 2,224.78
59
8.750 2,224.78
475,000.00
PASADENA CA 91106 2 03/07/95
00
0380106014 05 05/01/95
0
2120642 O 04/01/25
0
1404808 074/728 F 220,000.00
ZZ
GREENBERG JOHN S 360 219,771.00
1
119 CANTERBURY DR 9.250 1,809.89
75
9.000 1,809.89
295,000.00
RAMSEY NJ 07446 1 01/27/95
00
0380097833 03 03/01/95
0
1102074749 O 02/01/25
0
1404813 074/728 F 215,000.00
ZZ
SHRIVE ALBERT 360 214,787.65
1
705 HIGHLAND AVE 9.500 1,807.84
73
9.250 1,807.84
295,000.00
CLARKS GREEN PA 18411 1 01/13/95
00
0380097742 05 03/01/95
0
1500009685 O 02/01/25
0
1404832 074/728 F 342,000.00
ZZ
FERNANDEZ MANUEL F 360 341,679.58
1
3197 SW 111 AVE 9.750 2,938.31
72
9.500 2,938.31
475,000.00
MIAMI FL 33165 1 01/26/95
00
0380097775 05 03/01/95
0
1592007655 O 02/01/25
0
1405121 047/047 F 72,550.00
ZZ
CAGLE JOHN H 360 72,550.00
1
12105 NEWPORT DRIVE 9.875 629.99
75
9.625 629.99
96,750.00
BRIGHTON CO 80601 1 03/21/95
00
10880776 05 05/01/95
0
1
10880776 O 04/01/25
0
1405176 158/158 F 250,000.00
ZZ
LENNON JOHN A 360 249,873.75
1
956 PLYMOUTH ROAD 9.375 2,079.38
76
9.125 2,079.38
330,000.00
ATLANTA GA 30306 1 02/22/95
00
2543809 05 04/01/95
0
2543809 O 03/01/25
0
1405192 744/728 F 637,500.00
ZZ
TRYGSTAD MICHAEL 360 637,500.00
1
2311 ACHILLES DRIVE 9.375 5,302.40
69
9.125 5,302.40
925,000.00
LOS ANGELES CA 90046 1 03/22/95
00
0380106287 05 05/01/95
0
73431 O 04/01/25
0
1405193 705/728 F 330,000.00
ZZ
PEYKAR ANDREW 360 330,000.00
1
15 OAK DRIVE 9.500 2,774.82
57
9.250 2,774.82
580,000.00
EAST HILLS NY 11576 1 03/23/95
00
0380105941 05 05/01/95
0
95030018 O 04/01/25
0
1405197 562/728 F 181,500.00
ZZ
PELAEZ VICKY 360 181,500.00
1
17 CLIFTON AVENUE 9.500 1,526.16
75
9.250 1,526.16
242,000.00
YONKERS NY 10705 1 03/02/95
00
0380098476 05 05/01/95
0
90020744 O 04/01/25
0
1405216 896/728 F 165,000.00
ZZ
VAN PELT JEFF S 360 165,000.00
1
220 WEATHERWOOD CIRCLE 9.875 1,432.78
69
9.625 1,432.78
242,000.00
ALPHARETTA GA 30201 4 03/15/95
00
0380098757 05 05/01/95
0
590 O 04/01/25
0
1
1405235 032/728 F 217,400.00
ZZ
GRAY MELVIN J 360 217,287.29
1
6411 WEST LINDA LANE 9.250 1,788.50
90
9.000 1,788.50
241,574.00
CHANDLER AZ 85226 1 02/24/95
01
0380100959 03 04/01/95
20
241016 O 03/01/25
0
1405275 562/562 F 145,800.00
ZZ
COLON ELSA M 360 145,800.00
1
37 OXFORD STREET 9.875 1,266.06
60
9.625 1,266.06
243,000.00
MONTCLAIR NJ 07042 5 03/06/95
00
455352 05 05/01/95
0
455352 O 04/01/25
0
1405280 696/728 F 167,900.00
ZZ
DEUTSCH MIRIAM 360 167,900.00
1
1203 MICHIGAN COURT 9.000 1,350.96
70
8.750 1,350.96
239,900.00
ALEXANDRIA VA 22314 1 03/01/95
00
0380098294 09 05/01/95
0
2085233 O 04/01/25
0
1405284 003/728 F 287,950.00
ZZ
MARABLE STEPHEN M 360 287,950.00
1
7330 CRAIGLEITH DRIVE 9.000 2,316.91
80
8.750 2,316.91
359,950.00
DULUTH GA 30136 1 03/02/95
00
0380098344 03 05/01/95
0
61060918 O 04/01/25
0
1405288 A52/728 F 72,000.00
ZZ
POWELL BETTY J 360 72,000.00
1
3573 DIAL DRIVE 9.500 605.42
66
9.250 605.42
110,000.00
STONE MOUNTAIN GA 30083 2 03/10/95
00
0380098443 05 05/01/95
0
0105739 O 04/01/25
0
1405304 911/728 F 216,900.00
ZZ
IGLESIAS ABEL L 360 216,900.00
1
828 MARIANA AVENUE 8.500 1,667.77
90
8.250 1,667.77
241,000.00
1
CORAL GABLES FL 33134 1 03/28/95
11
0380102740 05 05/01/95
25
105509 O 04/01/25
0
1405331 729/728 F 448,950.00
ZZ
O'TOOLE BRIAN R 360 448,950.00
1
857 BROOKHAVEN SPRINGS COURT 9.000 3,612.36
80
8.750 3,612.36
565,000.00
ATLANTA GA 30342 1 03/03/95
00
0380098542 03 05/01/95
0
C23886 O 04/01/25
0
1405336 705/728 F 285,000.00
ZZ
BARATIAN ELIZA 360 285,000.00
1
23 CHADWICK ROAD 9.250 2,344.63
75
9.000 2,344.63
380,000.00
GREAT NECK NY 11023 1 03/24/95
00
0380105230 05 05/01/95
0
95300054 O 04/01/25
0
1405341 003/728 F 306,000.00
ZZ
LYONS THOMAS L 360 306,000.00
1
4157 RIDGEHURST DRIVE 9.375 2,545.15
90
9.125 2,545.15
340,000.00
SMYRNA GA 30080 1 03/10/95
12
0380098666 05 05/01/95
17
0061061510 O 04/01/25
0
1405344 051/728 F 380,000.00
ZZ
TAYLOR PHILIP A 360 380,000.00
1
134 EAST CREEK DRIVE 9.250 3,126.17
80
9.000 3,126.17
475,000.00
MENLO PARK CA 94025 1 03/02/95
00
0380102120 05 05/01/95
0
20110187 O 04/01/25
0
1405345 051/728 F 256,000.00
ZZ
MILBURN DAVID D 360 256,000.00
1
199 MAPLE DRIVE 9.750 2,199.44
72
9.500 2,199.44
356,900.00
LOS ALAMOS NM 87544 4 03/06/95
00
0380106188 05 05/01/95
0
30100188 O 04/01/25
0
1
1405362 637/728 F 231,300.00
ZZ
BURRILL DEAN L 360 231,300.00
1
2745 ACACIA ROAD 9.125 1,881.94
95
8.875 1,881.94
243,500.00
WALNUT CREEK CA 94595 1 03/20/95
21
0380102609 05 05/01/95
30
3431319 O 04/01/25
0
1405371 003/728 F 363,200.00
ZZ
FARLEY BRIAN D 360 363,200.00
1
127 ELIZABETH ST 9.375 3,020.91
90
9.125 3,020.91
403,575.00
ATLANTA GA 30307 1 03/10/95
12
0380098930 05 05/01/95
17
0061060983 O 04/01/25
0
1405380 686/686 F 187,500.00
ZZ
LUU KINH Q 360 187,500.00
1
17428 NW WALTUCK COURT 9.400 1,562.94
75
9.150 1,562.94
250,000.00
PORTLAND OR 97229 1 02/28/95
00
30816654073 03 05/01/95
0
30816654073 O 04/01/25
0
1405383 664/728 F 340,000.00
ZZ
FAHRION DAVID E 360 340,000.00
1
31125 PAUBA ROAD 10.000 2,983.75
90
9.750 2,983.75
380,000.00
TEMECULA CA 92390 2 03/06/95
11
0380098732 05 05/01/95
17
2034403 O 04/01/25
0
1405388 A95/A95 F 225,000.00
ZZ
STUTZ MICHAEL W 360 224,706.76
1
LOTS 3 & 4 MOSHUP TRAIL 10.125 1,995.36
55
9.875 1,995.36
415,000.00
GAY HEAD MA 02535 5 12/13/94
00
03613267202 05 02/01/95
0
03613267202 O 01/01/25
0
1405390 403/728 F 198,602.11
ZZ
WOLF KARL A 308 197,778.70
1
1
15 LANG ROAD 9.125 1,672.40
77
8.875 1,672.40
260,000.00
WINDSOR CT 06095 1 09/19/94
00
0380098724 05 12/01/94
0
1703297 O 07/01/20
0
1405397 047/047 F 123,000.00
ZZ
RYAN PATRICK M 360 123,000.00
1
118 NE 50TH AVENUE 10.000 1,079.42
95
9.750 1,079.42
129,500.00
PORTLAND OR 97213 2 03/21/95
11
10852256 05 05/01/95
30
10852256 O 04/01/25
0
1405403 637/728 F 100,000.00
T
O'KEEFE MARYLOU 360 99,953.34
1
27 PINE RIDGE RD 9.750 859.16
48
9.500 859.16
210,000.00
SARATOGA SPRING NY 12866 1 02/17/95
00
0380099680 03 04/01/95
0
3242484 O 03/01/25
0
1405409 637/728 F 234,000.00
ZZ
TRAN THANH P 360 233,884.90
1
3712 SPRINGBROOK AVENUE 9.500 1,967.60
90
9.250 1,967.60
261,000.00
SAN JOSE CA 95148 1 02/16/95
12
0380099318 05 04/01/95
25
3430907 O 03/01/25
0
1405414 299/728 F 300,000.00
ZZ
HAMITER III GEORGE H 360 299,504.69
1
4850 HARDY MCMANUS ROAD 9.000 2,413.87
85
8.750 2,413.87
355,000.00
EVANS GA 30809 4 12/29/94
14
0380098823 05 02/01/95
12
278096 O 01/01/25
0
1405416 299/728 F 301,250.00
ZZ
WILCOX JR EVERETT H 360 300,824.93
1
109 AVERY DRIVE NE 9.750 2,588.20
90
9.500 2,588.20
334,723.00
ATLANTA GA 30309 4 12/08/94
04
0380098831 05 02/01/95
20
1
279686 O 01/01/25
0
1405418 299/728 F 259,650.00
ZZ
LUNDQUIST ROBERT H 360 259,263.80
1
5909 DAVIS ROAD 9.500 2,183.28
80
9.250 2,183.28
326,000.00
WOODBINE MD 21797 2 12/23/94
00
0380098856 05 02/01/95
0
279630 O 01/01/25
0
1405419 299/728 F 236,000.00
ZZ
YOUNG JR MICHAEL P 360 235,589.66
1
19628 SELBY AVENUE 8.750 1,856.62
80
8.500 1,856.62
295,000.00
POOLESVILLE MD 20837 1 12/16/94
00
0380098864 05 02/01/95
0
267662 O 01/01/25
0
1405420 299/728 F 516,000.00
ZZ
VETA D J 360 515,102.85
1
5507 SPRUCE TREE AVENUE 8.750 4,059.38
80
8.500 4,059.38
650,000.00
BETHESDA MD 20814 1 12/22/94
00
0380098872 03 02/01/95
0
248134 O 01/01/25
0
1405421 299/728 F 224,000.00
ZZ
KOLASKIE CHAD J 360 223,610.54
1
149 STONEYRIDGE LANE 8.750 1,762.21
82
8.500 1,762.21
274,000.00
LYNDHURST VA 22952 2 12/09/94
04
0380098815 03 02/01/95
17
256408 O 01/01/25
0
1405422 299/728 F 237,000.00
T
KNUDSON BRUCE W 360 236,665.58
1
2512 SOUTHWEST 28TH PLACE 9.750 2,036.20
65
9.500 2,036.20
370,000.00
CAPE CORAL FL 33914 4 12/13/94
00
0380099821 05 02/01/95
0
853843 O 01/01/25
0
1
1405424 299/728 F 391,500.00
ZZ
SUNDBERG ERIC C 360 390,836.68
1
7457 RIVERSIDE DRIVE 8.875 3,114.95
90
8.625 3,114.95
435,000.00
RICHMOND VA 23225 1 12/02/94
14
0380099268 05 02/01/95
17
276219 O 01/01/25
0
1405425 299/728 F 392,000.00
ZZ
GASPER II KENNETH O 360 391,411.58
1
5575 FOUNDERS PLACE 9.875 3,403.93
80
9.625 3,403.93
490,000.00
MANITOU SPRINGS CO 80829 4 12/30/94
00
0380099136 03 02/01/95
0
855922 O 01/01/25
0
1405427 299/728 F 259,950.00
ZZ
FULGHAM JR FRANK M 360 259,679.42
1
508 SLEEPY HOLLOW ROAD 9.250 2,138.55
80
9.000 2,138.55
324,950.00
RICHMOND VA 23229 1 01/23/95
00
0380098849 05 03/01/95
0
279597 O 02/01/25
0
1405429 299/728 F 323,900.00
ZZ
REDMON JOHN M 360 323,418.25
1
220 HILLCREST WEST 9.500 2,723.53
90
9.250 2,723.53
359,897.00
LAKE QUIVIRA KS 66106 1 12/22/94
14
0380099839 05 02/01/95
17
280404 O 01/01/25
0
1405432 299/728 F 240,000.00
ZZ
ARKES ROBERT B 360 239,633.55
1
1905 SW MARKET STREET DRIVE 9.375 1,996.20
80
9.125 1,996.20
300,000.00
PORTLAND OR 97201 1 12/05/94
00
0380099227 03 02/01/95
0
279844 O 01/01/25
0
1405439 299/728 F 220,000.00
ZZ
CRIME STEVEN E 360 219,255.00
1
809 GREEN STREET 9.000 1,770.17
80
8.750 1,770.17
275,000.00
1
ALEXANDRIA VA 22314 1 01/12/95
00
0380099151 05 03/01/95
0
267654 O 02/01/25
0
1405444 299/728 F 250,000.00
ZZ
FERNANDEZ ANN O 360 249,628.15
1
94 LAKE FOREST 9.500 2,102.14
59
9.250 2,102.14
425,000.00
ST LOUIS MO 63117 2 12/23/94
00
0380099235 03 02/01/95
0
278293 O 01/01/25
0
1405447 299/728 F 288,000.00
ZZ
VOLLMAN SR THOMAS J 360 287,524.52
1
3126 SUMMIT VIEW PLACE DR 9.000 2,317.31
90
8.750 2,317.31
321,000.00
GLENCOE MO 63038 1 12/19/94
14
0380099185 05 02/01/95
17
274989 O 01/01/25
0
1405453 299/728 F 263,225.00
ZZ
MCLAUGHLIN SUSAN A 360 262,299.56
1
6502 N 71 HIGHWAY 8.750 2,070.80
90
8.500 2,070.80
292,475.00
SAINT JOSEPH MO 64505 1 09/16/94
14
0380098963 05 11/01/94
17
273345 O 10/01/24
0
1405455 299/728 F 210,000.00
ZZ
FAKHRAI HAMID 360 209,535.97
1
10001 FLORENCE AVENUE NE 9.000 1,689.71
69
8.750 1,689.71
305,000.00
ALBUQUERQUE NM 87122 4 11/22/94
00
0380098914 05 01/01/95
0
268242 O 12/01/24
0
1405464 637/728 F 437,500.00
ZZ
WANG TSU Y 360 437,267.17
1
29 NORTH PINE HILL RD 9.125 3,559.65
70
8.875 3,559.65
625,000.00
LAKE SUCCESS NY 11020 1 02/27/95
00
0380099698 05 04/01/95
0
3243748 O 03/01/25
0
1
1405479 299/728 F 236,000.00
ZZ
HECHT JAMES D 360 235,491.83
1
745 AMSTER GREEN DRIVE 9.125 1,920.17
80
8.875 1,920.17
295,000.00
DUNWOODY GA 30350 1 11/28/94
00
0380098898 05 01/01/95
0
855708 O 12/01/24
0
1405489 299/728 F 600,000.00
ZZ
VANMETER CHARLES D 360 599,083.88
1
10770 ROYAL DRIVE 9.375 4,990.50
67
9.125 4,990.50
900,000.00
CARMEL IN 46032 4 12/15/94
00
0380099003 05 02/01/95
0
277240 O 01/01/25
0
1405491 299/728 F 300,000.00
ZZ
KRAMPAT PHILIP J 360 299,671.03
1
29 CASTLE HARBOR ISLE 9.000 2,413.87
80
8.750 2,413.87
375,000.00
FT LAUDERDALE FL 33308 1 01/13/95
00
0380099029 05 03/01/95
0
279901 O 02/01/25
0
1405493 299/728 F 240,000.00
ZZ
RIVLIN JOSEPH 360 239,756.65
1
16193 NW CANTERWOOD WAY 9.375 1,996.20
80
9.125 1,996.20
302,000.00
PORTLAND OR 97229 1 01/03/95
00
0380099037 03 03/01/95
0
279996 O 02/01/25
0
1405496 299/728 F 216,000.00
ZZ
SCHNECK MICHAEL J 360 215,703.18
1
11007 N MICHIGAN DRIVE 9.875 1,875.63
90
9.625 1,875.63
240,000.00
SPRING GROVE IL 60081 1 12/23/94
14
0380099052 05 02/01/95
17
856222 O 01/01/25
0
1405505 299/728 F 296,000.00
ZZ
BARBAT SAMI H 360 293,299.08
1
1
3520 WARDS POINTE 8.875 2,355.11
60
8.625 2,355.11
495,000.00
ORCHARD LAKE MI 48033 2 11/26/94
00
0380099060 03 01/01/95
0
27647 O 12/01/24
0
1405512 299/728 F 223,960.00
ZZ
HASKELL CHARLES K 360 223,490.19
1
3693 EDWARDS DRIVE 9.250 1,842.46
80
9.000 1,842.46
279,950.00
GIG HARBOR WA 98335 1 11/08/94
00
0380099847 05 01/01/95
0
855674 O 12/01/24
0
1405513 299/728 F 272,500.00
ZZ
WALTHAM W B 360 271,882.08
1
12018 YATES FORD ROAD 8.875 2,168.14
74
8.625 2,168.14
372,500.00
FAIRFAX STATION VA 22039 1 11/21/94
00
0380098989 03 01/01/95
0
267562 O 12/01/24
0
1405516 051/728 F 258,750.00
ZZ
SNYMAN TERTIUS J 360 258,750.00
4
837 NORTH SAN VICENTE 10.000 2,270.72
75
BOULEVARD 9.750 2,270.72
345,000.00
WEST HOLLYWOOD CA 90069 2 03/08/95
00
0380107251 05 05/01/95
0
10106212 O 04/01/25
0
1405519 299/728 F 373,550.00
ZZ
SANKER ROBERT J 360 372,917.05
1
13614 CHERRYDALE DRIVE 8.875 2,972.14
80
8.625 2,972.14
466,974.00
ROCKVILLE MD 20850 1 12/22/94
00
0380098948 03 02/01/95
0
267913 O 01/01/25
0
1405520 375/728 F 115,000.00
ZZ
REMMELL JACQUES S 360 114,940.38
1
28980 MT VERNON ROAD 9.250 946.08
54
9.000 946.08
215,000.00
PRINCESS ANNE MD 21853 1 02/27/95
00
0380099920 05 04/01/95
0
1
455972 O 03/01/25
0
1405523 299/728 F 232,000.00
ZZ
KAMPS HENRY H 360 231,460.20
1
2800 ANNAKAY CROSSING 8.750 1,825.15
80
8.500 1,825.15
290,000.00
MIDLOTHIAN VA 23113 1 11/04/94
00
0380098906 03 01/01/95
0
270987 O 12/01/24
0
1405586 664/728 F 259,000.00
ZZ
VORA TUSHAR T 360 259,000.00
1
33662 PEREIRA COURT 9.750 2,225.21
70
9.500 2,225.21
370,000.00
FREMONT CA 94555 5 03/01/95
00
0380099250 05 05/01/95
0
2025740 O 04/01/25
0
1405589 664/728 F 247,500.00
ZZ
FONG WILLIAM R 360 247,500.00
1
1348 TURNSTONE WAY 10.000 2,171.99
77
9.750 2,171.99
325,000.00
SUNNYVALE CA 94087 2 03/01/95
00
0380099243 05 05/01/95
0
2025336 O 04/01/25
0
1405594 028/728 F 148,000.00
ZZ
WATSON MALCOLM 360 148,000.00
1
2426 10TH STREET 9.500 1,244.46
68
9.250 1,244.46
220,000.00
BOULDER CO 80304 5 03/02/95
00
0380100900 05 05/01/95
0
163611 O 04/01/25
0
1405611 664/728 F 148,400.00
ZZ
BROTT CHARLOTTES 360 148,400.00
1
832 W GRAND AVENUE 9.750 1,274.99
70
9.500 1,274.99
215,000.00
PORT WASHINGTON WI 53074 1 03/15/95
00
0380099664 05 05/01/95
0
1987015 O 04/01/25
0
1
1405612 047/047 F 347,900.00
ZZ
CALVIN JAMES F 360 347,741.94
1
9 UPLAND ROAD 9.875 3,020.99
70
9.625 3,020.99
497,000.00
COLORADO SPRING CO 80906 2 03/08/95
00
10880757 05 04/01/95
0
10880757 O 03/01/25
0
1405751 111/111 F 282,000.00
ZZ
GROGAN JOHN P 360 281,868.43
1
113 DOUGLANE AVENUE 9.750 2,422.82
80
9.250 2,422.82
355,000.00
SAN JOSE CA 95117 2 02/24/95
00
612611 05 04/01/95
0
612611 O 03/01/25
0
1405752 593/728 F 225,000.00
ZZ
WALKER JR BILLY L 360 225,000.00
1
2305 EAST STRINGHAM AVENUE 9.000 1,810.41
77
8.750 1,810.41
295,000.00
SALT LAKE CITY UT 84109 1 03/15/95
00
0380099672 05 05/01/95
0
6540355 O 04/01/25
0
1405791 232/232 F 311,200.00
ZZ
KINDLEY ROBERT T 360 311,054.81
1
2691 HIGHWAY 98 WEST 9.750 2,673.69
80
9.500 2,673.69
389,000.00
MARY ESTHER FL 32569 1 02/27/95
00
848605 05 04/01/95
0
848605 O 03/01/25
0
1405793 076/076 F 225,000.00
ZZ
SHILLEH ANIS B 360 224,528.00
1
32 LOCKWOOD LANE 9.250 1,851.02
74
9.000 1,851.02
306,900.00
GREENWICH CT 06878 1 12/02/94
00
4398262 05 01/01/95
0
4398262 O 12/01/24
0
1405794 076/076 F 288,000.00
ZZ
KAFKA DARRIN 360 286,879.47
1
4110 COTTAGE LANE 9.125 2,343.27
71
8.875 2,343.27
410,000.00
1
ANNADALE VA 22203 1 11/30/94
00
4404132 05 01/01/95
0
4404132 O 12/01/24
0
1405795 076/076 F 262,500.00
ZZ
SHIELDS CHRISTOPHJ 360 262,219.54
1
2 WOODLAND AVENUE 9.125 2,135.79
70
8.875 2,135.79
375,000.00
MORRISTOWN NJ 07960 1 02/02/95
00
4415712 05 03/01/95
0
4415712 O 02/01/25
0
1405796 076/076 F 279,900.00
ZZ
TETRAULT DAVID J 360 279,623.57
1
300 YORKSHIRE DR 9.500 2,353.55
80
9.250 2,353.55
352,000.00
WILLIAMSBURG VA 23185 1 01/26/95
00
4421342 05 03/01/95
0
4421342 O 02/01/25
0
1405797 076/076 F 148,000.00
ZZ
YI BYONG H 360 147,925.26
1
11208 117TH PLACE NORTHEAST 9.375 1,230.99
62
9.125 1,230.99
240,000.00
KIRKLAND WA 98033 2 02/27/95
00
4543692 05 04/01/95
0
4543692 O 03/01/25
0
1405798 076/076 F 252,900.00
ZZ
SPROUL J M 360 252,782.01
1
625 KEITH COURT 9.750 2,172.80
90
9.500 2,172.80
281,000.00
WALNUT CREEK CA 94596 1 02/01/95
10
4548472 05 04/01/95
25
4548472 O 03/01/25
0
1405799 076/076 F 232,000.00
ZZ
BERKOFF WILLIAM 360 231,885.89
1
47 IDLEWOOD DRIVE 9.500 1,950.78
75
9.250 1,950.78
310,000.00
STAMFORD CT 06905 1 02/15/95
00
4548632 05 04/01/95
0
4548632 O 03/01/25
0
1
1405800 076/076 F 400,000.00
ZZ
KALMANOFF IRVING 360 399,813.38
1
350 #8C S. OCEAN BOULEVARD 9.750 3,436.62
70
9.500 3,436.62
575,000.00
BOCA RATON FL 33432 1 03/01/95
00
4565152 06 04/01/95
0
4565152 O 03/01/25
0
1405801 076/076 F 244,900.00
ZZ
TRENT GREGG E 360 244,788.73
1
6021 HAWKCREEK PLACE 9.875 2,126.59
95
9.625 2,126.59
257,807.00
SAN JOSE CA 95123 1 02/01/95
14
4653732 03 04/01/95
30
4653732 O 03/01/25
0
1405802 076/076 F 580,000.00
ZZ
RIVERS RICHARD R 360 579,714.71
1
1600 AVON PLACE NW 9.500 4,876.96
80
9.250 4,876.96
725,000.00
WASHINGTON DC 20007 1 02/27/95
00
4657352 05 04/01/95
0
4657352 O 03/01/25
0
1405803 076/076 F 151,500.00
ZZ
KOURAFAS KENNETH S 240 151,297.23
1
5 BROOKSIDE ROAD 9.875 1,449.49
75
9.625 1,449.49
202,000.00
MANSFIELD MA 02048 1 02/28/95
00
4658972 05 04/01/95
0
4658972 O 03/01/15
0
1405804 076/076 F 244,000.00
ZZ
JUBY CARY D 360 244,000.00
1
10100 TREASURE ISLAND DRIVE 9.250 2,007.33
80
9.000 2,007.33
305,000.00
AUSTIN TX 78730 1 03/02/95
00
4659732 03 05/01/95
0
4659732 O 04/01/25
0
1405805 076/076 F 100,050.00
ZZ
SHARMA ASHWANI K 360 100,000.79
1
1
3235 SOUTH 187TH STREET 9.500 841.27
70
9.250 841.27
143,000.00
SEATAC WA 98188 1 02/08/95
00
4660362 05 04/01/95
0
4660362 O 03/01/25
0
1405820 136/728 F 544,000.00
ZZ
HILL CURTIS 360 544,000.00
1
1 SHANNON DRIVE 9.250 4,475.36
80
9.000 4,475.36
680,000.00
WOODBURY NY 11797 1 03/03/95
00
0380100652 05 05/01/95
0
1385990 O 04/01/25
0
1405828 822/728 F 251,200.00
ZZ
CELLI, JR. ANDREW A 360 249,860.68
1
1127 PENNS GRANT ROAD 8.750 1,976.20
80
8.500 1,976.20
314,000.00
WEST CHESTER PA 19382 1 12/01/94
00
0380100249 05 02/01/95
0
1306001099 O 01/01/25
0
1405832 070/070 F 480,000.00
ZZ
SVIGALS PAUL J 360 479,701.65
1
1309 PARTRIDGE LANE 8.375 3,648.35
80
8.125 3,648.35
600,000.00
VILLANOVA PA 19085 1 02/15/95
00
1079650 05 04/01/95
0
1079650 O 03/01/25
0
1405833 070/070 F 210,000.00
ZZ
AVERIETT KIMBERLY D 360 209,687.67
1
12 MORRIS DRIVE 9.500 1,765.79
88
9.250 1,765.79
240,000.00
OLD BRIDGE NJ 08857 1 12/19/94
10
1080043 03 02/01/95
17
1080043 O 01/01/25
0
1405834 070/070 F 103,600.00
ZZ
NAVARRO DUBE' SONIA 360 103,497.69
1
104 WARWICK STREET 9.500 871.12
70
9.250 871.12
149,000.00
LAPLACE LA 70068 4 01/11/95
00
1237112 05 03/01/95
0
1
1237112 O 02/01/25
0
1405835 070/070 F 284,000.00
ZZ
SMITH PATRICK B 360 283,339.22
1
20401 VIA MARWAH 8.750 2,234.23
95
8.500 2,234.23
299,000.00
YORBA LINDA CA 92686 1 11/14/94
04
1276576 03 01/01/95
25
1276576 O 12/01/24
0
1405836 070/070 F 228,650.00
ZZ
HOWARD KEITH M 360 228,521.82
1
18578 PERKINS ROAD 8.875 1,819.24
90
8.625 1,819.24
254,092.00
PRAIRIEVILLE LA 70769 1 02/17/95
11
1343132 05 04/01/95
25
1343132 O 03/01/25
0
1405837 070/070 F 1,950,000.00
ZZ
KASHANIAN JOEL 360 1,945,496.86
1
14430 MULHOLLAND DRIVE 9.875 16,932.80
60
9.625 16,932.80
3,250,000.00
LOS ANGELES CA 90077 2 10/20/94
00
1454623 05 12/01/94
0
1454623 O 11/01/24
0
1405838 070/070 F 218,500.00
ZZ
PRIESTLY CHARLES E 360 217,968.14
1
23500 CALVERT STREET 9.625 1,857.23
95
9.375 1,857.23
230,000.00
(WOODLAND HILLS CA 91367 1 10/13/94
14
1650217 05 12/01/94
25
1650217 O 11/01/24
0
1405840 070/070 F 209,000.00
ZZ
HUDSON LARRY 360 208,463.96
1
401 FLORENCE 9.375 1,738.36
95
9.125 1,738.36
220,000.00
EVANSTON IL 60202 1 10/28/94
11
1676612 05 12/01/94
25
1676612 O 11/01/24
0
1
1405841 070/070 F 460,000.00
ZZ
SANDERS CHERYL L 360 459,035.01
1
714 AVENUE A 9.250 3,784.31
80
9.000 3,784.31
580,000.00
REDONDO BEACH CA 90277 2 11/01/94
00
1764078 05 01/01/95
0
1764078 O 12/01/24
0
1405842 070/070 F 207,500.00
ZZ
MILES SR ROY A 360 206,939.41
1
16219 CALYPSO COURT 9.125 1,688.29
95
8.875 1,688.29
218,450.00
SAN LEANDRO CA 94578 1 10/25/94
14
1766163 05 12/01/94
25
1766163 O 11/01/24
0
1405844 070/070 F 246,200.00
ZZ
COLEMAN SCOTT R 360 246,085.14
1
2482 RAM CROSSING WAY 9.750 2,115.24
80
9.500 2,115.24
308,578.00
HENDERSON NV 89014 1 02/23/95
00
1781473 03 04/01/95
0
1781473 O 03/01/25
0
1405845 070/070 F 210,000.00
ZZ
KIM EUN S 360 209,193.46
1
13721 LUCAS LANE 9.500 1,765.79
95
9.250 1,765.79
221,250.00
CERRITOS CA 90701 1 09/23/94
14
1785888 05 11/01/94
25
1785888 O 10/01/24
0
1405846 070/070 F 243,200.00
ZZ
LARSON LARRY L 360 242,508.13
1
20221 SOUTH NEW BRITAIN LANE 8.875 1,935.01
95
8.625 1,935.01
256,000.00
HUNTINGTON BEAC CA 92646 1 10/18/94
04
1818066 05 12/01/94
25
1818066 O 11/01/24
0
1405847 070/070 F 266,950.00
ZZ
PALAGI LORRIN 360 265,866.09
1
3558 MONARCH CIRCLE 9.125 2,171.99
95
8.875 2,171.99
281,000.00
1
NAPERVILLE IL 60564 1 10/28/94
14
1991250 03 12/01/94
25
1991250 O 11/01/24
0
1405848 070/070 F 264,550.00
ZZ
LEONARD MICHAEL C 360 263,888.98
1
6525 LOWER MARLBORO LANE 9.500 2,224.48
95
9.250 2,224.48
278,500.00
LOWER MARLBORO MD 20736 1 10/31/94
04
1993857 05 12/01/94
25
1993857 O 11/01/24
0
1405849 070/070 F 102,900.00
ZZ
BRUNO JOSEPH A 360 102,851.19
1
250 BULLION ROAD 9.750 884.07
70
9.500 884.07
147,000.00
DAYTON NV 89403 2 02/16/95
00
2056871 05 04/01/95
0
2056871 O 03/01/25
0
1405850 070/070 F 268,800.00
ZZ
BUCEY JACK L 360 268,344.58
1
117 VIA PASITO 8.875 2,138.69
90
8.625 2,138.69
299,000.00
VENTURA CA 93003 1 12/21/94
10
2059368 05 02/01/95
17
2059368 O 01/01/25
0
1405851 070/070 F 272,650.00
ZZ
CASTILLO CHRISTOPH 360 272,078.06
1
41533 BRISTLE CONE DRIVE 9.250 2,243.02
95
9.000 2,243.02
287,000.00
PALMDALE CA 93551 1 11/01/94
01
2071659 05 01/01/95
25
2071659 O 12/01/24
0
1405852 070/070 F 260,000.00
ZZ
HENSON DAVID 360 259,868.70
1
13491 E SUMMIT DR 9.375 2,162.55
87
9.125 2,162.55
300,000.00
SCOTTSDALE AZ 85259 1 02/03/95
10
2195098 03 04/01/95
25
2195098 O 03/01/25
0
1
1405853 070/070 F 436,000.00
ZZ
MILLER III JOSEPH B 360 435,316.68
1
1501 OLD RANCH ESTATES DRIVE 9.250 3,586.86
80
9.000 3,586.86
545,000.00
SAN RAMON CA 94583 1 12/08/94
00
2206061 05 02/01/95
0
2206061 O 01/01/25
0
1405854 070/070 F 225,600.00
ZZ
BANKS SAMMY W 360 224,990.51
1
2051 EAGLE RIDGE DRIVE 9.125 1,835.56
95
8.875 1,835.56
237,500.00
CONYERS GA 30208 1 11/07/94
21
2207502 05 12/01/94
25
2207502 O 11/01/24
0
1405855 070/070 F 209,900.00
ZZ
DONNELLY TED W 360 209,162.10
1
12346 GOLDFISH COURT 8.750 1,651.28
95
8.500 1,651.28
221,000.00
SAN DIEGO CA 92129 1 09/08/94
10
2254293 05 11/01/94
25
2254293 O 10/01/24
0
1405856 070/070 F 218,400.00
ZZ
TOMAN DOUGLAS A 360 218,178.56
1
6636 RIVER STYX RD 9.375 1,816.54
80
9.125 1,816.54
273,000.00
MEDINA OH 44256 1 02/16/95
00
2290564 05 04/01/95
0
2290564 O 03/01/25
0
1405857 070/070 F 270,750.00
ZZ
BUSCH ANDREW E 360 269,959.71
1
401 N. BELMONT 8.750 2,129.99
95
8.500 2,129.99
285,000.00
WICHITA KS 67208 1 10/11/94
04
2312243 05 12/01/94
25
2312243 O 11/01/24
0
1405859 070/070 F 275,950.00
ZZ
MARTIN ALEJANDROM 360 275,278.31
1
1
5417 TURNER COURT 9.625 2,345.55
95
9.375 2,345.55
290,500.00
LAKEWOOD CA 90712 1 10/30/94
14
2472565 03 12/01/94
25
2472565 O 11/01/24
0
1405860 070/070 F 265,000.00
ZZ
HUNT EUNICE S 360 264,616.09
1
170 TURNBERRY DRIVE 9.625 2,252.47
90
9.375 2,252.47
295,000.00
NEW ORLEANS LA 70128 1 12/23/94
11
2529141 05 02/01/95
17
2529141 O 01/01/25
0
1405863 070/070 F 91,000.00
ZZ
ASSOULINE DAVID 360 90,958.65
1
2032 CLEARY AVENUE 9.875 790.20
70
9.625 790.20
130,000.00
METAIRIE LA 70001 1 02/10/95
00
2610000 05 04/01/95
0
2610000 O 03/01/25
0
1405864 070/070 F 315,000.00
ZZ
WHITTINGTON JOHN R 360 314,840.93
1
154 WOODVALE CREEK CIRCLE 9.375 2,620.01
90
9.125 2,620.01
350,000.00
BOSSIER CITY LA 71111 2 03/07/95
21
2610126 05 04/01/95
25
2610126 O 03/01/25
0
1405865 070/070 F 80,000.00
ZZ
HEBERT JOHN M 360 79,962.68
1
4320 CADIZ STREET 9.750 687.32
70
9.500 687.32
115,000.00
NEW ORLEANS LA 70125 1 02/24/95
00
2610189 05 04/01/95
0
2610189 O 03/01/25
0
1405866 070/070 F 48,800.00
ZZ
BOUDREAUX DALE L 360 48,777.23
1
509 CLEARVIEW PARKWAY 9.750 419.27
66
9.500 419.27
75,000.00
METAIRIE LA 70001 2 02/21/95
00
2610630 05 04/01/95
0
1
2610630 O 03/01/25
0
1405867 070/070 F 252,000.00
ZZ
VAN ALLEN BRUCE S 360 251,869.36
1
8550 LOST COVE DRIVE 9.250 2,073.14
90
9.000 2,073.14
280,000.00
ORLANDO FL 32819 1 02/22/95
21
2611520 03 04/01/95
17
2611520 O 03/01/25
0
1405868 070/070 F 234,720.00
ZZ
BRISTOW IV GEORGE W 360 234,601.47
1
4470 SHADY COURT 9.375 1,952.28
80
9.125 1,952.28
293,400.00
ROLLING MEADOWS IL 60008 1 03/01/95
00
2639729 03 04/01/95
0
2639729 O 03/01/25
0
1405869 070/070 F 65,000.00
ZZ
DAVIS TERRY L 360 64,972.74
1
7786 FREDERICKS STREET 10.250 582.47
53
10.000 582.47
124,000.00
MAYBEE MI 48159 5 02/03/95
00
2665230 05 04/01/95
0
2665230 O 03/01/25
0
1405870 070/070 F 259,300.00
ZZ
LOCKE III ARTHUR S 360 257,839.17
1
43468 WHETSTONE COURT 7.875 1,880.11
95
7.625 1,880.11
274,000.00
ASHBURN VA 22011 2 07/05/94
14
2677414 03 09/01/94
25
2677414 O 08/01/24
0
1405871 070/070 F 260,000.00
ZZ
BARNES LINDSEY B 360 259,872.11
1
100 WEATHERWOOD WAY 9.500 2,186.22
80
9.250 2,186.22
328,000.00
BRISTOW OK 74010 2 02/22/95
00
2695729 05 04/01/95
0
2695729 O 03/01/25
0
1
1405873 070/070 F 230,000.00
ZZ
KAROUNOS JAMES S 360 229,389.81
1
592 APPALOOSA ROAD 9.625 1,954.98
60
9.375 1,954.98
388,000.00
TARPON SPRINGS FL 34689 2 02/13/95
00
2722348 05 04/01/95
0
2722348 O 03/01/25
0
1405874 070/070 F 251,900.00
ZZ
HESSLING MICHAEL J 360 251,726.10
1
7145 CAMERON STREET 9.500 2,118.11
90
9.250 2,118.11
279,900.00
LAS VEGAS NV 89118 1 02/03/95
10
2730829 05 04/01/95
17
2730829 O 03/01/25
0
1405875 070/070 F 238,500.00
ZZ
HORTON STEVEN D 360 237,870.14
1
107 VILLA STREET 10.000 2,093.01
90
9.750 2,093.01
265,000.00
MT VERNON NY 10522 1 12/15/94
21
2733846 05 01/01/95
17
2733846 O 12/01/24
0
1405876 070/070 F 315,000.00
T
RICO NORA B 360 314,352.07
1
10011 SURFSCOOTER COURT 9.000 2,534.56
76
8.750 2,534.56
415,000.00
EMERALD ISLE NC 28594 1 02/03/95
00
2764338 03 03/01/95
0
2764338 O 02/01/25
0
1405877 070/070 F 231,954.00
ZZ
STOVALL CHRIS L 360 231,474.86
1
1021 GOLF ESTATES DR 9.250 1,908.23
89
9.000 1,908.23
261,954.00
WOODSTOCK GA 30188 1 12/19/94
11
2807534 03 02/01/95
17
2807534 O 01/01/25
0
1405878 070/070 F 350,000.00
ZZ
HINDS ELIZABETH 360 350,000.00
1
3 SHADOWOOD LANE 9.625 2,974.96
88
9.375 2,974.96
400,000.00
1
TRUMBULL CT 06611 1 03/03/95
10
2809972 05 05/01/95
25
2809972 O 04/01/25
0
1405879 070/070 F 93,800.00
ZZ
ROGERS DAVID A 360 93,757.39
1
119 KURT LANE 9.875 814.51
70
9.625 814.51
134,030.00
CALDWELL ID 83605 1 02/22/95
00
2814659 05 04/01/95
0
2814659 O 03/01/25
0
1405880 070/070 F 387,000.00
ZZ
LAZARO DEANA 360 386,814.60
1
3 SOUTHERN SLOPE DRIVE 9.625 3,289.46
90
9.375 3,289.46
430,000.00
TOWNSHIP OF MIL NJ 07041 1 02/28/95
04
2815950 05 04/01/95
25
2815950 O 03/01/25
0
1405881 070/070 F 175,000.00
ZZ
SHIELDS III THOMAS E 360 174,808.10
1
755 BERDAN AVENUE 9.000 1,408.09
49
8.750 1,408.09
362,500.00
TOWNSHIP OF WAY NJ 07470 1 01/31/95
00
2815964 05 03/01/95
0
2815964 O 02/01/25
0
1405882 070/070 F 240,000.00
ZZ
MEKLUNE HENRY 360 239,881.95
1
231 PLEASANT VALLEY ROAD 9.500 2,018.05
80
9.250 2,018.05
302,000.00
MARLBORO NJ 07746 1 02/21/95
00
2816496 05 04/01/95
0
2816496 O 03/01/25
0
1405884 070/070 F 111,650.00
ZZ
CYPHERS KENNETH 360 111,568.79
1
2745 248TH STREET 9.875 969.51
70
9.625 969.51
159,500.00
OSKALOOSA IA 52577 1 02/13/95
00
2827731 05 04/01/95
0
2827731 O 03/01/25
0
1
1405885 070/070 F 302,400.00
ZZ
HILLS ROGER L 360 301,995.31
1
1336 GLENMORRIE DRIVE 10.000 2,653.78
90
9.750 2,653.78
336,000.00
LAKE OSWEG0 OR 97034 1 12/08/94
01
2828865 05 02/01/95
17
2828865 O 01/01/25
0
1405886 070/070 F 500,000.00
ZZ
BERNACE JUAN C 360 498,510.99
1
5320 ALHAMBRA CIRCLE 9.625 4,249.95
80
9.375 4,249.95
625,000.00
CORAL GABLES FL 33146 1 01/17/95
00
2832106 05 03/01/95
0
2832106 O 02/01/25
0
1405887 070/070 F 459,700.00
ZZ
SMYTH CHESTER K 360 459,269.32
1
2490 EAST 6200 SOUTH 9.750 3,949.53
77
9.500 3,949.53
598,100.00
SALT LAKE CITY UT 84121 4 01/20/95
00
2835876 05 03/01/95
0
2835876 O 02/01/25
0
1405889 070/070 F 80,600.00
ZZ
ANDERSEN TROY W 360 80,526.46
1
N7205 MILL POND WAY 9.875 699.89
32
9.625 699.89
255,000.00
MERTON WI 53029 2 01/13/95
00
2853252 05 03/01/95
0
2853252 O 02/01/25
0
1405890 070/070 F 230,000.00
ZZ
BOYLAN ALBERT E 360 229,860.67
1
1054 BEECH GROVE ROAD 8.500 1,768.50
78
8.250 1,768.50
295,000.00
BRENTWOOD TN 37027 1 02/21/95
00
2854738 05 04/01/95
0
2854738 O 03/01/25
0
1405891 070/070 F 250,000.00
ZZ
TALBOTT JOHN D 360 249,771.91
1
1
1197 PRESCOTT DRIVE 9.875 2,170.87
66
9.625 2,170.87
380,625.00
EAST LANSING MI 48823 1 01/18/95
00
2864125 05 03/01/95
0
2864125 O 02/01/25
0
1405892 070/070 F 245,200.00
ZZ
KELLY STEVEN W 360 244,951.39
1
7659 O'CONNOR ROAD 9.375 2,039.45
80
9.125 2,039.45
306,500.00
BOULDER CO 80303 1 01/20/95
00
2882707 05 03/01/95
0
2882707 O 02/01/25
0
1405893 070/070 F 310,400.00
ZZ
BURNETT SCOTT A 360 310,109.18
1
33551 AVENIDA CALITA 9.750 2,666.82
80
9.500 2,666.82
388,000.00
SAN JUAN CAPIST CA 92675 1 01/25/95
00
2884987 03 03/01/95
0
2884987 O 02/01/25
0
1405894 070/070 F 171,000.00
ZZ
JOHNSON TODD 360 170,913.65
1
7219 3RD AVENUE S. 9.375 1,422.29
60
9.125 1,422.29
285,000.00
ST. PETERSBURG FL 33707 4 02/15/95
00
2886435 05 04/01/95
0
2886435 O 03/01/25
0
1405895 070/070 F 100,000.00
ZZ
OTTONE STEPHEN 360 99,901.25
1
11 WEST COTTON HILL ROAD 9.500 840.85
70
9.250 840.85
143,000.00
PORTLAND CT 06480 2 01/30/95
00
2888431 05 03/01/95
0
2888431 O 02/01/25
0
1405896 070/070 F 140,000.00
ZZ
SCHIANO CRISTOFOR 360 139,861.72
1
487 WOLCOTT LANE 9.500 1,177.20
70
9.250 1,177.20
200,000.00
ORANGE CT 06477 1 01/30/95
00
2888784 05 03/01/95
0
1
2888784 O 02/01/25
0
1405898 070/070 F 300,000.00
ZZ
HINSCH ROBERT T 360 299,748.50
1
26425 BIRCHFIELD AVENUE 9.375 2,495.25
76
9.125 2,495.25
397,000.00
RANCHO PALOS VE CA 90275 1 01/26/95
00
2904184 05 04/01/95
0
2904184 O 03/01/25
0
1405899 070/070 F 224,800.00
ZZ
WRIGHT JAMES J 360 224,683.46
1
3912 SAN MATEO AVENUE 9.250 1,849.37
80
9.000 1,849.37
281,000.00
LOS ALAMITOS CA 90720 1 02/10/95
00
2904200 05 04/01/95
0
2904200 O 03/01/25
0
1405900 070/070 F 512,000.00
ZZ
STEPHENS DARRELL L 360 511,727.53
1
5009 E ROADRUNNER ROAD 9.125 4,165.80
80
8.875 4,165.80
640,000.00
PARADISE VALLEY AZ 85253 1 02/01/95
00
2909499 05 04/01/95
0
2909499 O 03/01/25
0
1405901 070/070 F 186,000.00
ZZ
FOX JOSEPH L 360 185,821.08
1
68-12 JUNO STREET 9.625 1,580.98
75
9.375 1,580.98
248,000.00
FOREST HILLS NY 11375 1 01/10/95
00
2913056 05 03/01/95
0
2913056 O 02/01/25
0
1405902 070/070 F 255,000.00
ZZ
POLSTEIN JOHN F 360 254,748.15
1
570 FARRAGUT PARKWAY 9.500 2,144.18
71
9.250 2,144.18
360,000.00
HASTINGS-ON-HUD NY 10706 1 01/25/95
00
2913714 05 03/01/95
0
2913714 O 02/01/25
0
1
1405903 070/070 F 260,000.00
ZZ
FIGARI DAVID 360 259,781.01
1
11 BEDELL ROAD 10.250 2,329.86
68
10.000 2,329.86
385,000.00
AMAWALK NY 10501 2 01/23/95
00
2914311 05 03/01/95
0
2914311 O 02/01/25
0
1405904 070/070 F 336,000.00
ZZ
MONK THELONIOU 360 335,685.21
1
375 REDMOND ROAD 9.750 2,886.76
80
9.500 2,886.76
420,000.00
SOUTH ORANGE NJ 07079 1 01/30/95
00
2914485 05 03/01/95
0
2914485 O 02/01/25
0
1405905 070/070 F 270,000.00
ZZ
JUILLARD LOUIS 360 269,733.31
1
96 SEARS ROAD 9.500 2,270.31
53
9.250 2,270.31
512,000.00
SOUTHBOROUGH MA 01772 1 01/31/95
00
2919540 05 03/01/95
0
2919540 O 02/01/25
0
1405907 070/070 F 279,000.00
ZZ
WASILAK JOHN S 360 278,752.11
1
27020 SOUTH PEBBLE BEACH COURT 10.000 2,448.43
90
9.750 2,448.43
310,000.00
CRETE IL 60417 1 01/30/95
19
2937459 05 03/01/95
17
2937459 O 02/01/25
0
1405908 070/070 F 192,500.00
ZZ
GONZALEZ ANTONIO 360 192,400.20
1
LOT #4 MOTT COURT 9.250 1,583.65
70
9.000 1,583.65
275,000.00
ST. JAMES NY 11780 1 02/07/95
00
2940505 05 04/01/95
0
2940505 O 03/01/25
0
1405909 070/070 F 222,400.00
ZZ
KUNG RICHARD 360 222,076.43
1
787 DEL GANADO ROAD 9.625 1,890.38
80
9.375 1,890.38
278,000.00
1
SAN RAFAEL CA 94903 1 01/30/95
00
2949983 05 03/01/95
0
2949983 O 02/01/25
0
1405911 070/070 F 332,000.00
ZZ
BOADWEE HARRY 360 331,654.45
1
1255 CARMEL TERRACE 9.250 2,731.28
80
9.000 2,731.28
415,000.00
LOS ALTOS CA 94024 1 01/10/95
00
2951971 05 03/01/95
0
2951971 O 02/01/25
0
1405912 070/070 F 292,500.00
ZZ
PINKERTON JOHN D 360 292,211.12
1
#4 ST JOSEPH ROAD 9.500 2,459.50
90
9.250 2,459.50
325,000.00
BIRMINGHAM AL 35243 1 01/17/95
01
2956174 05 03/01/95
17
2956174 O 02/01/25
0
1405913 070/070 F 257,600.00
ZZ
RAWN ROBERT S 360 257,310.11
1
59 SANDIA LANE 8.875 2,049.58
80
8.625 2,049.58
322,000.00
PLACITAS NM 87043 1 02/06/95
00
2960921 05 03/01/95
0
2960921 O 02/01/25
0
1405914 070/070 F 250,000.00
ZZ
HIGGINSON ROBERT W 360 249,765.77
1
ROUTE 5, BOX 262 EL RANCHO 9.750 2,147.89
50
9.500 2,147.89
500,000.00
SANTA FE NM 87501 1 02/06/95
00
2962244 05 03/01/95
0
2962244 O 02/01/25
0
1405915 070/070 F 350,000.00
ZZ
BURTNESS PETER 360 349,827.84
1
1375 COUGER RIDGE ROAD 9.500 2,942.99
70
9.250 2,942.99
500,000.00
BUELLTON CA 93427 5 02/07/95
00
2967857 05 04/01/95
0
2967857 O 03/01/25
0
1
1405916 070/070 F 520,000.00
ZZ
ROTTMAN STEVEN M 360 520,000.00
1
1368 GREEN MEADOW ROAD 9.375 4,325.10
80
9.125 4,325.10
650,000.00
SANTA BARBARA CA 93108 1 03/01/95
00
2968251 05 05/01/95
0
2968251 O 04/01/25
0
1405917 070/070 F 134,000.00
ZZ
STEPANIAN LEON 360 133,871.09
1
1370 RIVIERA DRIVE 9.625 1,138.99
70
9.375 1,138.99
194,000.00
PASADENA CA 91107 1 01/16/95
00
2969911 05 03/01/95
0
2969911 O 02/01/25
0
1405918 070/070 F 422,400.00
ZZ
HOFFMAN ALLEN L 360 421,971.71
1
3981 WESTFALL DRIVE 9.375 3,513.31
77
ENCINO AREA 9.125 3,513.31
550,000.00
LOS ANGELES CA 91436 1 01/18/95
00
2970202 05 03/01/95
0
2970202 O 02/01/25
0
1405919 070/070 F 264,000.00
ZZ
GROSS JAMES L 360 263,746.05
1
17700 VISTA AVENUE 9.625 2,243.97
80
9.375 2,243.97
330,000.00
MONTE SERENO CA 95030 1 01/19/95
00
2973777 05 03/01/95
0
2973777 O 02/01/25
0
1405920 070/070 F 481,600.00
ZZ
SHOCKLEY JR NORMAN P 360 481,369.28
1
5907 FOLIGNO WAY 9.625 4,093.55
80
9.375 4,093.55
602,000.00
SAN JOSE CA 95138 1 02/21/95
00
2974139 03 04/01/95
0
2974139 O 03/01/25
0
1405921 070/070 F 243,000.00
ZZ
WHITAKER JAMES 360 242,883.59
1
1
2531 CHITTENDEN ROAD 9.625 2,065.47
75
9.375 2,065.47
324,000.00
SAN JUAN BAUTIS CA 95045 2 02/23/95
00
2974737 05 04/01/95
0
2974737 O 03/01/25
0
1405922 070/070 F 74,900.00
ZZ
HAGAN ALAN R 360 74,831.66
1
12652 W RADCLIFFE AVE 9.875 650.39
70
9.625 650.39
107,000.00
MORRISON CO 80465 2 01/20/95
00
2985061 05 03/01/95
0
2985061 O 02/01/25
0
1405924 070/070 F 284,360.00
ZZ
RENNERT BARBARA D 360 284,216.40
1
15 NORTHBRIAR ROAD 9.375 2,365.16
80
9.125 2,365.16
355,450.00
ACTON MA 01720 1 02/08/95
00
3062566 05 04/01/95
0
3062566 O 03/01/25
0
1405925 070/070 F 412,000.00
ZZ
ROTHSTEIN RACHEL J 360 411,571.16
1
506 OLD SAYBROOK WAY 9.250 3,389.43
80
9.000 3,389.43
515,000.00
GREAT FALLS VA 22066 1 01/28/95
00
3074853 05 03/01/95
0
3074853 O 02/01/25
0
1405926 070/070 F 37,500.00
ZZ
SAMPSON EDWARD A 240 37,387.28
1
901 OWEN AVENUE 9.000 337.40
50
8.750 337.40
75,000.00
FAIRFIELD AL 35064 1 01/27/95
00
3268555 05 03/01/95
0
3268555 O 02/01/15
0
1405927 070/070 F 310,500.00
ZZ
YARBROUGH ORVILLE L 360 310,325.93
1
106 NORTH COUNTRY CLUB DRIVE 8.875 2,470.48
76
8.625 2,470.48
410,500.00
PHOENIX AZ 85014 1 02/15/95
00
3279444 03 04/01/95
0
1
3279444 O 03/01/25
0
1405928 070/070 F 22,000.00
ZZ
PENINGER KRISTA K 360 21,990.00
1
3429 HARVEST 9.875 191.04
40
9.625 191.04
56,000.00
CIBOLO TX 78108 2 02/10/95
00
3288102 05 04/01/95
0
3288102 O 03/01/25
0
1405929 070/070 F 100,000.00
ZZ
GARANT DAVID W 360 99,844.41
1
2905 PINE VALLEY DRIVE NORTH 9.500 840.85
70
9.250 840.85
144,000.00
HARLINGEN TX 78550 4 02/17/95
00
3289084 05 04/01/95
0
3289084 O 03/01/25
0
1405930 070/070 F 241,700.00
ZZ
FOSTER FRANK B 360 241,700.00
1
1235 POST ROAD 9.000 1,944.77
68
8.750 1,944.77
360,000.00
SCARSDALE NY 10583 2 03/02/95
00
3349415 05 05/01/95
0
3349415 O 04/01/25
0
1405931 070/070 F 244,800.00
T
SCHULTZ DONNA L 360 244,673.09
1
2650 DEER VALLEY DRIVE E. #205 9.250 2,013.91
80
9.000 2,013.91
306,000.00
PARK CITY UT 84060 1 02/16/95
00
3361472 01 04/01/95
0
3361472 O 03/01/25
0
1405932 070/070 F 352,000.00
ZZ
MULLINS MARK W 360 351,593.48
1
27 QUAIL HOLLOW DR. 8.750 2,769.19
80
8.500 2,769.19
440,000.00
HENDERSON NV 89014 1 01/24/95
00
3373235 03 03/01/95
0
3373235 O 02/01/25
0
1
1405933 070/070 F 353,600.00
ZZ
ELLENBERGER THOMAS E 360 353,406.85
1
11 RICE STREET 9.000 2,845.15
80
8.750 2,845.15
442,000.00
NEWTON MA 02159 1 02/15/95
00
3415618 05 04/01/95
0
3415618 O 03/01/25
0
1405934 070/070 F 80,300.00
ZZ
DULEY ARVIL H 360 80,300.00
1
942 SOUTH 750 EAST 9.500 675.21
70
9.250 675.21
115,000.00
LAFAYETTE IN 47905 2 02/28/95
00
3488528 05 05/01/95
0
3488528 O 04/01/25
0
1405936 070/070 F 225,000.00
ZZ
KRAUCHICK WALTER J 360 224,771.85
1
93 CHRISTOPHER LANE 9.375 1,871.44
78
9.125 1,871.44
290,000.00
GUILFORD CT 06437 1 01/31/95
00
3514599 05 03/01/95
0
3514599 O 02/01/25
0
1405937 070/070 F 750,000.00
ZZ
LETENDRE RONALD M 360 749,650.09
1
1036 KAMEHAME DRIVE 9.750 6,443.66
75
9.500 6,443.66
1,000,000.00
HONOLULU HI 96825 1 02/22/95
00
3625005 05 04/01/95
0
3625005 O 03/01/25
0
1405938 070/070 F 264,100.00
ZZ
FARR STEPHEN L 360 262,033.79
1
2812 AMHERST STREET 7.875 1,914.91
95
7.625 1,914.91
278,000.00
HOUSTON TX 77005 1 04/06/94
14
3655345 05 06/01/94
25
3655345 O 05/01/24
0
1405939 070/070 F 215,000.00
ZZ
BEATTY DAVID P 360 214,888.54
1
425 EAST 12000 SOUTH 9.250 1,768.75
78
9.000 1,768.75
276,500.00
1
DRAPER UT 84020 2 03/01/95
00
3686913 05 04/01/95
0
3686913 O 03/01/25
0
1405940 070/070 F 244,800.00
ZZ
GARCIA MICHAEL R 360 244,676.38
1
87 LARKIN ROAD 9.375 2,036.12
80
9.125 2,036.12
306,000.00
NEWBURY MA 01951 1 02/28/95
00
3773580 05 04/01/95
0
3773580 O 03/01/25
0
1405941 070/070 F 58,100.00
ZZ
BARNETT MARY C 360 58,069.88
1
4530 MEADOW TRAIL 9.250 477.97
70
9.000 477.97
83,000.00
CUMMING GA 30130 1 02/24/95
00
3859643 05 04/01/95
0
3859643 O 03/01/25
0
1405942 070/070 F 237,500.00
ZZ
PILKINGTON DONALD M 360 236,841.55
1
7701 TERRY JOHN AVENUE 9.000 1,910.98
95
8.750 1,910.98
250,000.00
BAKERSFIELD CA 93308 1 10/19/94
10
9312066 05 12/01/94
25
9312066 O 11/01/24
0
1405943 070/070 F 268,000.00
ZZ
FRY DON 360 267,861.06
1
23165 HANGING OAK 9.250 2,204.77
80
9.000 2,204.77
339,000.00
SAN ANTONIO TX 78266 4 02/14/95
00
9423962 03 04/01/95
0
9423962 O 03/01/25
0
1405944 070/070 F 285,000.00
ZZ
LEE JONG C 360 284,306.30
1
18553 AGUIRO STREET 9.625 2,422.47
95
9.375 2,422.47
300,000.00
ROWLAND HEIGHTS CA 91748 1 10/20/94
11
9556544 05 12/01/94
25
9556544 O 11/01/24
0
1
1405945 070/070 F 326,700.00
ZZ
MILLER DWIGHT A 360 325,716.55
1
8847 BRISTOL HILL 9.500 2,747.07
90
9.250 2,747.07
363,000.00
EDEN PRAIRIE MN 55347 1 10/07/94
12
9590280 05 11/01/94
17
9590280 O 10/01/24
0
1405946 070/070 F 227,900.00
ZZ
VAN VONNO KAREL H 360 227,268.20
1
1606 GOVERNORS LANE 9.000 1,833.73
95
8.750 1,833.73
239,900.00
SAFETY HARBOR FL 34695 1 10/28/94
01
9641114 03 12/01/94
25
9641114 O 11/01/24
0
1405963 429/429 F 71,900.00
ZZ
BOLTON KYLE E 360 71,251.92
3
535 W BROADWAY 9.000 578.53
89
8.750 578.53
81,500.00
RED LION PA 17356 1 09/29/94
04
94087183 05 11/01/94
20
94087183 O 10/01/24
0
1405964 372/728 F 223,000.00
ZZ
JUUL OVE 360 223,000.00
1
2232 MEADOWBROOK DRIVE 9.375 1,854.80
90
9.125 1,854.80
247,855.00
LODI CA 95242 1 03/01/95
01
0380099979 05 05/01/95
17
8445959 O 04/01/25
0
1405969 429/429 F 145,000.00
ZZ
VALENTE THOMAS E 360 144,784.33
1
50 STANDISH ROAD 9.500 1,219.24
50
9.250 1,219.24
295,000.00
NEEDHAM MA 02192 1 12/16/94
00
94102336 05 02/01/95
0
94102336 O 01/01/25
0
1405970 429/429 F 205,000.00
ZZ
SANCHO ENGLISH 360 204,670.21
1
1
69-16 GRAND CENTRAL PARKWAY 9.125 1,667.95
66
8.875 1,667.95
315,000.00
FOREST HILLS NY 11375 1 12/12/94
00
94101734 05 02/01/95
0
94101734 O 01/01/25
0
1405972 372/728 F 270,000.00
ZZ
TATOSIAN CHARLES V 360 269,747.04
1
29005 VIA PASATIEMPO 9.750 2,319.72
90
9.500 2,319.72
300,000.00
LAGUNA NIGUEL CA 92656 1 01/23/95
14
0380100413 03 03/01/95
17
8600355 O 02/01/25
0
1405973 429/429 F 91,000.00
ZZ
MCINTYRE PHILLIP L 360 90,754.14
1
844 W. HOPI DRIVE 9.125 740.41
70
8.875 740.41
130,000.00
COOLIDGE AZ 85228 2 10/26/94
00
94035851 05 12/01/94
0
94035851 O 11/01/24
0
1405974 429/429 F 107,000.00
ZZ
HOWELL SARAH E 360 106,832.29
1
40 MIDDLESEX AVENUE 9.250 880.27
70
9.000 880.27
155,000.00
CHESTER CT 06412 1 12/29/94
00
94127269 05 02/01/95
0
94127269 O 01/01/25
0
1405976 429/429 F 269,900.00
ZZ
FORMAN ANDREW L 360 269,442.70
1
67 CLYDESDALE ROAD 8.875 2,147.45
90
8.625 2,147.45
300,920.00
SCOTCH PLAINS NJ 07076 1 12/21/94
14
94037333 03 02/01/95
20
94037333 O 01/01/25
0
1405980 429/429 F 216,000.00
ZZ
WATSON JOSETTE 360 215,474.23
3
4615 MATILDA AVENUE 9.625 1,835.98
90
9.375 1,835.98
240,000.00
BRONX NY 10470 1 10/31/94
04
94075420 05 12/01/94
20
1
94075420 O 11/01/24
0
1405982 429/429 F 225,000.00
ZZ
CHAVES AGNELO J 360 224,374.48
1
39 LANGELIER LANE LOT #3 7.875 1,631.41
60
7.625 1,631.41
378,170.00
MARLBOROUGH MA 01752 1 11/21/94
00
94048654 05 01/01/95
0
94048654 O 12/01/24
0
1405984 822/728 F 252,000.00
ZZ
NUGENT BRIAN A 360 251,316.46
1
1913 STURBRIDGE COURT 8.875 2,005.03
90
8.625 2,005.03
280,000.00
WYOMISSING PA 19610 1 11/08/94
04
0380099797 05 01/01/95
22
0126042470 O 12/01/24
0
1405985 429/429 F 350,000.00
ZZ
FORSTER JOHN A 360 349,254.13
1
55 KINGSTON ROAD 7.750 2,507.45
69
7.500 2,507.45
510,000.00
MEDIA PA 19063 1 12/16/94
00
94049460 03 02/01/95
0
94049460 O 01/01/25
0
1405986 429/429 F 261,250.00
ZZ
BRUNO KEITH R 360 260,729.85
1
9270 HUNTCLIFF TRACE 9.500 2,196.74
95
9.250 2,196.74
275,000.00
ATLANTA GA 30350 1 11/30/94
04
94113476 03 01/01/95
25
94113476 O 12/01/24
0
1405989 772/772 F 230,000.00
ZZ
AYRES PAUL L 360 229,886.86
1
2027 OAK FOREST DR 9.500 1,933.97
80
9.250 1,933.97
290,876.00
MORRIS IL 60450 1 02/28/95
00
70017252 05 04/01/95
0
70017252 O 03/01/25
0
1
1405993 429/429 F 170,000.00
ZZ
CAPELA LUIS 360 169,563.97
2
1004 MONROE AVENUE 9.375 1,413.98
85
9.125 1,413.98
200,000.00
ELIZABETH NJ 07201 1 10/11/94
04
94075832 05 12/01/94
17
94075832 O 11/01/24
0
1405995 429/429 F 280,000.00
ZZ
CALI LEONARD J 360 279,737.66
1
45 TUXFORD TERRACE 9.750 2,405.64
63
9.500 2,405.64
446,250.00
BASKING RIDGE NJ 07920 1 01/20/95
00
94113209 05 03/01/95
0
94113209 O 02/01/25
0
1405996 429/429 F 170,000.00
ZZ
PAVLICK ROBERT 360 169,643.37
1
6 SADDLEBROOK DRIVE 9.250 1,398.55
54
9.000 1,398.55
320,000.00
WALLINGFORD CT 06492 1 11/30/94
00
94051654 05 01/01/95
0
94051654 O 12/01/24
0
1405999 429/429 F 388,000.00
ZZ
MOLGAARD CHRISTOPHP 360 388,000.00
1
43 MORELAND AVENUE 8.990 3,119.15
80
8.740 3,119.15
485,000.00
LEXINGTON MA 02173 1 03/06/95
00
95010142 05 05/01/95
0
95010142 O 04/01/25
0
1406000 731/728 F 240,750.00
ZZ
LOE DAVID C 360 240,750.00
1
3461 YELLOWTAIL DRIVE 9.000 1,937.13
90
8.750 1,937.13
267,500.00
LOS ALAMITOS AR CA 90720 1 03/06/95
10
0380100876 05 05/01/95
25
1000859 O 04/01/25
0
1406003 429/429 F 285,000.00
ZZ
HARRIS MICHAEL C 360 284,447.26
1
8738 EAST VOLTAIRE AVENUE 9.625 2,422.48
69
9.375 2,422.48
415,000.00
1
SCOTTSDALE AZ 85260 1 11/14/94
00
94099982 03 01/01/95
0
94099982 O 12/01/24
0
1406004 429/429 F 58,500.00
ZZ
NICODEMO JR ANTHONY 360 58,448.02
3
225 BRUNSWICK STREET 10.000 513.38
90
9.750 513.38
65,000.00
JERSEY CITY NJ 07302 1 01/20/95
14
94115378 05 03/01/95
20
94115378 O 02/01/25
0
1406006 822/728 F 218,700.00
ZZ
BURNS THOMAS J 360 218,077.81
1
129 MOUNTAIN VIEW ROAD 8.875 1,740.08
90
8.625 1,740.08
243,000.00
EWING TOWNSHIP NJ 08650 1 10/11/94
10
0380099789 05 12/01/94
22
0876045980 O 11/01/24
0
1406015 429/429 F 256,500.00
ZZ
DYNES MARY C 360 255,933.22
1
3811 WEST VALLEY DRIVE 9.000 2,063.86
95
8.750 2,063.86
270,000.00
FAIRVIEW PARK OH 44126 1 11/21/94
04
94103102 05 01/01/95
25
94103102 O 12/01/24
0
1406016 429/429 F 211,500.00
ZZ
GOODMAN JEFFREY S 360 211,279.86
1
8 OAK HILL DRIVE 9.250 1,739.96
80
9.000 1,739.96
264,900.00
JAMESBURG NJ 08831 1 01/09/95
00
94051756 05 03/01/95
0
94051756 O 02/01/25
0
1406017 429/429 F 216,000.00
ZZ
GRANITO MARIA P 360 215,882.01
1
128 OCEANSIDE DRIVE 9.000 1,737.99
90
8.750 1,737.99
240,000.00
SCITUATE MA 02066 1 02/28/95
14
95023281 05 04/01/95
25
95023281 O 03/01/25
0
1
1406020 429/429 F 225,000.00
T
BASCOM BERNICE B 360 224,889.32
1
5015 PARKER DRIVE 9.500 1,891.93
90
9.250 1,891.93
250,000.00
N. LITCHFIELD B SC 29585 1 02/09/95
14
95010932 05 04/01/95
25
95010932 O 03/01/25
0
1406024 429/429 F 362,250.00
ZZ
SAUL CATHERINEO 360 361,509.62
1
39 ANGLER LANE 9.375 3,013.02
90
9.125 3,013.02
402,500.00
PORT WASHINGTON NY 11050 1 11/22/94
04
94101717 05 01/01/95
20
94101717 O 12/01/24
0
1406027 593/728 F 275,000.00
ZZ
SHERMAN NANCY 360 274,407.87
1
1614 PARK PLACE 9.125 2,237.50
77
8.875 2,237.50
358,110.00
PARK CITY UT 84060 4 11/10/94
00
0380102799 03 01/01/95
0
5909221 O 12/01/24
0
1406028 429/429 F 216,000.00
ZZ
SINGH PARAMJIT 360 215,510.19
1
81-39 251ST STREET 8.875 1,718.60
90
8.625 1,718.60
240,000.00
BELLEROSE NY 11426 1 11/29/94
04
94102740 05 01/01/95
20
94102740 O 12/01/24
0
1406029 429/429 F 245,000.00
ZZ
NIETZEL ALFRED A 360 244,503.51
1
52 CHARLES RIVER DRIVE 8.000 1,797.73
89
7.750 1,797.73
276,500.00
FRANKLIN MA 02038 1 12/19/94
04
94075903 05 02/01/95
20
94075903 O 01/01/25
0
1406030 429/429 F 250,000.00
ZZ
OH SE K 240 244,080.71
1
1
313 CENTENNIAL DRIVE 9.000 2,249.32
63
8.750 2,249.32
400,807.00
WHITPAIN TOWNSH PA 19422 1 10/28/94
00
94051316 03 12/01/94
0
94051316 O 11/01/14
0
1406032 562/728 F 140,000.00
ZZ
MULLIGAN THOMAS E 360 139,931.13
1
EVERGREEN DRIVE 9.500 1,177.20
55
9.250 1,177.20
255,000.00
CUTCHOGUE NY 11935 1 02/23/95
00
0380102245 05 04/01/95
0
90020215 O 03/01/25
0
1406034 195/728 F 515,000.00
ZZ
SCULLER LEONARD 360 515,000.00
1
12 THISTLE LANE 9.000 4,143.81
75
8.750 4,143.81
690,000.00
HOLMDEL NJ 07733 1 03/16/95
00
0380099755 05 05/01/95
0
45831 O 04/01/25
0
1406036 429/429 F 225,600.00
ZZ
GRANGER LANCE W 360 225,489.03
1
64 MOORE STREET 9.500 1,896.97
95
9.250 1,896.97
237,500.00
CHELMSFORD MA 01824 1 02/28/95
14
95011898 05 04/01/95
30
95011898 O 03/01/25
0
1406038 429/429 F 420,000.00
ZZ
CAGLIOTI THOMAS A 360 419,782.26
1
42850 NORTH HOHOKAM ROAD 9.250 3,455.24
75
9.000 3,455.24
560,000.00
CAVE CREEK AZ 85331 2 02/23/95
00
94036561 03 04/01/95
0
94036561 O 03/01/25
0
1406039 769/728 F 237,600.00
T
MCGEE KEVIN G 360 237,264.75
1
605 SHORE DRIVE 9.750 2,041.35
80
9.500 2,041.35
297,000.00
LOWER TOWNSHIP NJ 08251 4 12/02/94
00
0380099748 05 02/01/95
0
1
769 O 01/01/25
0
1406041 429/429 F 500,000.00
ZZ
LAHAUSSOIS DOMINIQUEG 360 498,775.45
1
26 DOOLITTLE DRIVE 8.500 3,844.57
59
8.250 3,844.57
850,000.00
NORFOLK CT 06058 5 11/04/94
00
94099353 05 01/01/95
0
94099353 O 12/01/24
0
1406043 429/429 F 135,000.00
ZZ
D'ARMIENTO ROCCO 360 134,814.45
1
4 SUTTON COURT 9.875 1,172.28
57
9.625 1,172.28
237,000.00
NEWTOWN PA 18940 1 12/20/94
00
94064849 03 02/01/95
0
94064849 O 01/01/25
0
1406045 429/429 F 299,250.00
ZZ
SPITZER ROBERT 360 298,969.64
1
18 BRIARWOOD DRIVE EAST 9.750 2,571.02
71
9.500 2,571.02
423,990.00
WARREN NJ 07059 1 01/24/95
00
94051791 05 03/01/95
0
94051791 O 02/01/25
0
1406046 429/429 F 178,500.00
ZZ
ROY WILL 360 178,115.65
1
72 RIDGEVIEW TERRACE 9.125 1,452.34
70
8.875 1,452.34
255,000.00
WAYNE NJ 07470 1 11/04/94
00
94087656 05 01/01/95
0
94087656 O 12/01/24
0
1406047 429/429 F 279,100.00
ZZ
SANTACROCE ANDREW P 360 278,544.33
1
762 GRISSOM DRIVE 9.500 2,346.82
80
9.250 2,346.82
348,885.00
LANSDALE PA 19446 1 11/11/94
00
93095090 05 01/01/95
0
93095090 O 12/01/24
0
1
1406049 429/429 F 297,000.00
ZZ
NOREN TIMOTHY S 360 297,000.00
1
2122 EAST KALER DRIVE 9.125 2,416.50
90
8.875 2,416.50
330,000.00
PHOENIX AZ 85020 1 03/08/95
14
95023184 05 05/01/95
25
95023184 O 04/01/25
0
1406051 429/429 F 51,000.00
ZZ
DOONAN LAURISSA J 360 50,954.68
1
109 HIGH AVENUE UNIT 303 10.000 447.57
44
9.750 447.57
116,000.00
NYACK NY 10960 1 01/13/95
00
94102933 01 03/01/95
0
94102933 O 02/01/25
0
1406052 429/429 F 372,000.00
ZZ
MURO VICTOR 360 371,156.50
1
50 ADLERS LANE 8.875 2,959.80
80
8.625 2,959.80
470,000.00
STATEN ISLAND NY 10307 1 11/15/94
00
94036247 05 01/01/95
0
94036247 O 12/01/24
0
1406056 429/429 F 224,000.00
ZZ
DINH NGOC 360 223,895.49
1
11313 WYCANBE PARK LANE 9.750 1,924.51
80
9.500 1,924.51
280,000.00
GLEN DALE MD 20769 1 02/10/95
00
95011081 03 04/01/95
0
95011081 O 03/01/25
0
1406057 429/429 F 185,500.00
ZZ
GOLDGELL ADAM 360 185,231.24
1
20 DEEPDALE DRIVE 9.625 1,576.74
70
9.375 1,576.74
265,000.00
HUNTINGTON STAT NY 11746 1 12/05/94
00
94102666 05 02/01/95
0
94102666 O 01/01/25
0
1406058 429/429 F 225,000.00
ZZ
CARANDANG MARLON 360 224,528.00
1
1 SASSAFRAS COURT 9.250 1,851.02
75
9.000 1,851.02
300,000.00
1
SCOTCH PLAINS NJ 07076 1 11/04/94
00
94035837 03 01/01/95
0
94035837 O 12/01/24
0
1406060 429/429 F 340,000.00
ZZ
SFORZA FRANK J 360 339,167.29
1
16 MAPLE SPRINGS ROAD 8.500 2,614.31
90
8.250 2,614.31
379,000.00
PITTSTOWN NJ 08867 1 11/07/94
04
94049812 05 01/01/95
20
94049812 O 12/01/24
0
1406061 429/429 F 131,250.00
ZZ
WISE RICHARD J 360 131,069.63
1
582 ELMWOOD AVE. 9.875 1,139.71
70
9.625 1,139.71
187,500.00
BAY VILLAGE OH 44140 1 12/27/94
00
94101146 05 02/01/95
0
94101146 O 01/01/25
0
1406062 429/429 F 112,500.00
ZZ
CIARDELLA MICHAEL F 360 112,446.10
2
806 OCEAN ROAD 9.625 956.24
90
9.375 956.24
125,000.00
POINT PLEASANT NJ 08742 1 02/17/95
14
94126715 05 04/01/95
25
94126715 O 03/01/25
0
1406063 429/429 F 215,000.00
ZZ
MAKOVICZ COLEEN 360 214,885.58
1
152 GLENIFFER HILL ROAD 9.125 1,749.32
75
8.875 1,749.32
287,000.00
NORTHAMPTON TOW PA 18954 1 02/17/95
00
95011621 05 04/01/95
0
95011621 O 03/01/25
0
1406066 429/429 F 262,500.00
ZZ
FICK JOSEPH H 360 256,867.73
1
24 SEA BREEZE ROAD 9.000 2,112.14
75
8.750 2,112.14
350,000.00
MASSAPEQUA NY 11758 5 12/22/92
00
92105951 05 02/01/93
0
92105951 O 01/01/23
0
1
1406068 429/429 F 242,750.00
ZZ
JAIN CHANDRU 360 242,522.56
1
2327 OWEN COURT 9.750 2,085.60
80
9.500 2,085.60
303,497.00
TOMS RIVER NJ 08755 1 01/25/95
00
94088505 05 03/01/95
0
94088505 O 02/01/25
0
1406069 429/429 F 320,000.00
ZZ
BERINGER PETER M 360 319,255.44
1
60 DEEP VALLEY ROAD 8.750 2,517.45
59
8.500 2,517.45
549,000.00
NEW CANAAN CT 06840 1 12/01/94
00
94088159 05 01/01/95
0
94088159 O 12/01/24
0
1406070 429/429 F 245,000.00
ZZ
TUFANO FRANK 360 244,499.26
1
3 KINGS COURT 9.375 2,037.79
80
9.125 2,037.79
306,400.00
HAUPPAUGE NY 11788 1 11/09/94
00
94023915 05 01/01/95
0
94023915 O 12/01/24
0
1406071 429/429 F 300,000.00
ZZ
SENA ARLENE 360 299,265.24
1
13 FOXGLOVE DRIVE 8.500 2,306.75
58
8.250 2,306.75
524,990.00
WARREN NJ 07059 1 11/22/94
00
94011668 05 01/01/95
0
94011668 O 12/01/24
0
1406072 429/429 F 260,900.00
ZZ
DOBRUSIN ERIC M 360 260,778.28
1
859 LAKEVIEW 9.750 2,241.53
90
9.500 2,241.53
289,900.00
BIRMINGHAM MI 48009 1 02/03/95
10
950110789 05 04/01/95
25
950110789 O 03/01/25
0
1406073 429/429 F 93,600.00
ZZ
HALL DARYL A 360 93,453.31
1
1
392 CENTRAL PARK WEST 9.250 770.03
90
#16Y 9.000 770.03
104,000.00
NEW YORK NY 10025 1 12/15/94
04
94114883 06 02/01/95
20
94114883 O 01/01/25
0
1406074 429/429 F 175,000.00
ZZ
D'AVERSA BERNARD 360 174,603.19
1
7 JEANA COURT 8.875 1,392.38
63
8.625 1,392.38
279,900.00
CRANBURY NJ 08512 1 11/09/94
00
93092934 05 01/01/95
0
93092934 O 12/01/24
0
1406075 429/429 F 330,000.00
ZZ
WALZ GERD 360 330,000.00
1
234 RESERVOIR ROAD 8.990 2,652.89
75
8.740 2,652.89
445,000.00
BROOKLINE MA 02167 1 03/15/95
00
95011489 05 05/01/95
0
95011489 O 04/01/25
0
1406076 429/429 F 350,000.00
ZZ
EVANS PHILLIP G 360 349,098.00
1
11 PERSIMMON LANE 8.250 2,629.44
90
8.000 2,629.44
389,676.00
WHITE PLAINS NY 10605 1 11/28/94
04
94051170 03 01/01/95
20
94051170 O 12/01/24
0
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95011142 03 04/01/95
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LALL SUZANNE G 360 112,450.23
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ALLISON PARK PA 15101 1 12/13/94
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93112620 O 01/01/25
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CORBISIERO ANTHONY 360 271,350.68
1
11 FAWN COURT 8.625 2,115.59
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JAMESBURG NJ 08812 1 11/18/94
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GROVES TODD A 360 217,500.00
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IRVING TX 75062 1 03/10/95
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RIVER VALE NJ 07675 1 09/27/94
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RIVER VALE NJ 07675 1 10/20/94
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TAYLOR RALPH C 360 592,096.10
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WILMINGTON NC 28405 1 10/24/94
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0380102583 03 12/01/94
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REYNOLDS SHAWN B 360 281,631.62
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BENZER THEODORE I 360 613,381.14
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1
LOT 5 CHANNING ROAD 9.250 5,059.45
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FAIRFAX STATION VA 22039 1 09/07/94
04
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WISE ROBERT W 360 214,476.66
1
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MORGANVILLE NJ 07751 1 10/21/94
04
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4080008733 O 11/01/24
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RUSNAK JOSEPH P 360 328,843.04
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685 JONES HILL DRIVE 9.125 2,684.99
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8.875 2,684.99
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BRENTWOOD TN 37027 1 09/19/94
00
0380105644 05 11/01/94
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PUETZ MICHAEL J 360 258,956.49
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16428 MASON STREET 8.875 2,068.68
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OMAHA NE 68118 1 08/30/94
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BARRIE WILLIAM K 360 237,703.50
1
6013 SWEETWATER COURT 9.000 1,919.03
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FREDERICK MD 21702 1 09/23/94
04
0380105537 05 11/01/94
17
1
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LUSTIG GREGORY J 360 251,636.39
1
31900 CEDAR ROAD 8.875 2,011.39
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PEPPER PIKE OH 44222 1 07/27/94
00
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1406658 943/728 F 280,000.00
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MADDEN JAMES B 360 279,040.52
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2005 MORNINGSTAR 8.875 2,227.81
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8.625 2,227.81
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EDMOND OK 73034 2 09/09/94
00
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ZZ
FEDERGRUN AWI 360 242,995.54
1
86-68 SANCHO AVENUE 8.750 1,919.55
65
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HOLLISWOOD NY 11423 2 08/25/94
00
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1406660 943/728 F 340,000.00
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WEINSTEIN HAL 360 339,248.74
1
430 GUNSTON HALL DRIVE 9.000 2,735.72
78
8.750 2,735.72
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ALPHARETTA GA 30201 1 11/18/94
00
0380105628 03 01/01/95
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FOSSEY JOHN D 360 374,529.58
1
7890 SOUTH SIESTA DRIVE 9.000 3,025.38
80
8.750 3,025.38
470,000.00
SALT LAKE CITY UT 84121 2 08/24/94
00
0380103011 05 10/01/94
0
4080009245 O 09/01/24
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1
1406662 943/728 F 216,000.00
ZZ
ELLIFF WILLIAM R 360 215,110.81
1
1 WENDY HEIGHTS COVE 8.750 1,699.27
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8.500 1,699.27
270,000.00
LITTLE ROCK AR 72212 1 08/19/94
00
0380105602 03 10/01/94
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4080009271 O 09/01/24
0
1406663 943/728 F 250,000.00
T
HALLORAN DAVID P 360 248,816.27
1
38 CROSS HIGHWAY 9.000 2,011.56
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8.750 2,011.56
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AMAGANSETT NY 11930 1 09/01/94
00
0380103102 05 10/01/94
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LOMONACO ANTHONY 360 278,019.19
1
8 GREAT COVE LANE 8.750 2,194.89
90
8.500 2,194.89
310,000.00
ISLIP NY 11751 1 09/09/94
04
0380103078 05 11/01/94
17
4080009421 O 10/01/24
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1406665 943/728 F 259,300.00
ZZ
GIANATASSIO JOHN R 360 258,578.47
1
8009 NORTH IRONWOOD DRIVE 9.875 2,251.63
80
9.625 2,251.63
324,150.00
PARADISE VALLEY AZ 85253 1 09/27/94
00
0380102534 05 11/01/94
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1406666 943/728 F 232,000.00
ZZ
LIGON RICHARD S 360 231,473.04
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509 NORTH BRISBANE AVENUE 8.875 1,845.90
80
8.625 1,845.90
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GREELEY CO 80634 4 11/29/94
00
0380103045 05 01/01/95
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1406667 943/728 F 400,000.00
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FLAHERTY MICHAEL D 360 398,891.04
1
3109 EAST 87TH STREET 9.000 3,218.49
76
8.750 3,218.49
530,000.00
1
TULSA OK 74136 2 10/14/94
00
0380102500 03 12/01/94
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T
LEO LOUIS 360 104,077.43
1
83 DEER RUN UNIT 76 9.375 868.35
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BETHEL CT 06801 2 09/22/94
04
0380105735 01 11/01/94
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4080010198 O 10/01/24
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1406669 943/728 F 236,300.00
ZZ
ACEVES RANDY C 360 235,375.89
1
1025 EVE LANE 9.000 1,901.32
85
8.750 1,901.32
278,025.00
LIVERMORE CA 94550 1 08/19/94
10
0380102542 05 10/01/94
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4080010275 O 09/01/24
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1406670 943/728 F 292,500.00
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BONNER JOHN W 360 291,009.01
1
2029 CROOKED LAKE ESTATES LANE 8.875 2,327.26
90
8.625 2,327.26
325,000.00
EUSTIS FL 32726 1 10/21/94
04
0380105479 05 12/01/94
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4080010408 O 11/01/24
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1406671 943/728 F 292,500.00
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VINSANT KURTIS S 360 291,197.58
1
#5 CHAMPAGNOLLE COURT 9.000 2,353.52
90
8.750 2,353.52
325,000.00
LITTLE ROCK AR 72211 2 09/23/94
14
0380106816 03 11/01/94
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4080010434 O 10/01/24
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1406672 943/728 F 350,000.00
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WILLS JERRY B 360 348,800.73
1
5650 MUNCASTER MILL ROAD 8.875 2,784.76
75
8.625 2,784.76
470,050.00
ROCKVILLE MD 20855 1 09/29/94
00
0380102641 03 11/01/94
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4080010447 O 10/01/24
0
1
1406673 943/728 F 229,500.00
ZZ
WHITEHEAD ROBIN L 360 228,579.09
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1018 HESS DRIVE 8.875 1,826.01
90
8.625 1,826.01
255,000.00
AVONDALE ESTATE GA 30002 2 08/23/94
04
0380102666 05 10/01/94
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4080010460 O 09/01/24
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1406674 943/728 F 345,550.00
ZZ
STEREN ALBERT J 360 344,366.00
1
12303 CHAGALL DRIVE 8.875 2,749.35
80
8.625 2,749.35
432,610.00
NORTH POTOMAC MD 20878 1 09/30/94
00
0380102682 03 11/01/94
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4080010519 O 10/01/24
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1406675 943/728 F 235,000.00
ZZ
GILPIN ROBERT E 360 234,033.21
1
3701 JESSE CT 9.000 1,890.87
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8.750 1,890.87
333,000.00
MONTGOMERY AL 36106 2 09/01/94
00
0380105503 05 10/01/94
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4080010641 O 09/01/24
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1406676 943/728 F 243,000.00
T
JENKINS HAROLD 360 242,068.51
1
34 STARBOARD TACK 8.875 1,933.42
90
8.625 1,933.42
270,000.00
HILTON HEAD ISL SC 29928 1 09/07/94
04
0380106295 03 11/01/94
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4080010646 O 10/01/24
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1406677 943/728 F 337,500.00
ZZ
SERINE EDWARD A 360 336,343.54
1
2262 EDGEMERE LAKE CIRCLE 8.875 2,685.30
90
8.625 2,685.30
375,000.00
MARIETTA GA 30062 1 09/08/94
10
0380102690 03 11/01/94
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4080010765 O 10/01/24
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1406678 943/728 F 364,000.00
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HELLER GARY L 349 362,897.17
1
1
1247 MANOR OAKS COURT 9.000 2,947.21
80
8.750 2,947.21
455,000.00
DUNWOODY GA 30338 2 10/21/94
00
0380106691 03 12/01/94
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4080010779 O 12/01/23
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1406679 943/728 F 118,800.00
T
PLACE BRUCE S 360 118,413.36
1
PEABODY POND ROAD 9.125 966.60
90
8.875 966.60
132,000.00
SEBAGO ME 04075 1 09/16/94
11
0380105511 05 11/01/94
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4080011019 O 10/01/24
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1406681 943/728 F 435,000.00
ZZ
HEMMERICK THOMAS W 360 433,884.34
4
47 7TH AVENUE 9.375 3,618.11
75
9.125 3,618.11
580,000.00
BROOKLYN NY 11217 2 10/12/94
00
0380105552 05 12/01/94
0
4080011337 O 11/01/24
0
1406682 943/728 F 525,000.00
ZZ
EDELEN JOHN W 360 523,839.95
1
407 ROSES BLUFF DRIVE 9.000 4,224.27
75
8.750 4,224.27
700,000.00
MADISON MS 39110 4 11/04/94
00
0380102823 02 01/01/95
0
4080011365 O 12/01/24
0
1406683 943/728 F 256,000.00
ZZ
GRAY PATRICK H 360 255,598.79
1
204 PARLIAMENT PLACE 9.250 2,106.05
90
9.000 2,106.05
285,000.00
DUNN NC 28334 2 12/14/94
14
0380102856 05 02/01/95
20
4080011370 O 01/01/25
0
1406684 943/728 F 300,000.00
ZZ
SEXTON KEVIN T 360 298,922.56
1
239 UPPER MOUNTAIN AVENUE 8.875 2,386.94
68
8.625 2,386.94
442,500.00
MONTCLAIR NJ 07043 1 10/21/94
00
0380102658 05 12/01/94
0
1
4080011394 O 11/01/24
0
1406685 943/728 F 332,800.00
T
BLASDELL RICHARD J 360 331,658.11
1
4 DAD HAWKS 8.875 2,647.91
80
8.625 2,647.91
416,000.00
FLAGSTAFF AZ 86001 1 09/21/94
00
0380102914 03 11/01/94
0
4080011418 O 10/01/24
0
1406686 943/728 F 222,200.00
ZZ
GIST PAUL J 360 221,285.34
1
1705 SPANISH BAY COURT 8.750 1,748.05
90
8.500 1,748.05
246,938.00
MITCHELLVILLE MD 20721 1 09/01/94
04
0380105578 03 10/01/94
17
4080011457 O 09/01/24
0
1406687 943/728 F 350,000.00
ZZ
MCKAY GERALD L 360 348,559.19
1
10166 PALMER DRIVE 8.750 2,753.45
90
8.500 2,753.45
393,160.00
OAKTON VA 22124 1 08/30/94
04
0380103037 03 10/01/94
17
4080011692 O 09/01/24
0
1406688 943/728 F 268,000.00
ZZ
MARINO LELIO 360 267,172.02
1
10 ROGERS STREET UNIT #1020 9.375 2,229.08
80
9.125 2,229.08
335,000.00
CAMBRIDGE MA 02142 1 09/23/94
00
0380103110 06 11/01/94
0
4080011768 O 10/01/24
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1406689 943/728 F 228,000.00
ZZ
CUTINI JAMES G 360 224,768.54
1
5426 HIDDEN HARBOR LANDING 8.875 1,814.08
80
8.625 1,814.08
285,000.00
GAINESVILLE GA 30504 1 09/19/94
00
0380105727 05 11/01/94
0
4080012050 O 10/01/24
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1
1406690 943/728 F 230,050.00
BB
EDELSTEIN BART G 360 229,689.42
1
6 ABRAHAM ROAD 9.250 1,892.56
80
9.000 1,892.56
287,584.00
WHITEHOUSE STAT NJ 08889 1 12/28/94
00
0380103375 03 02/01/95
0
4080012069 O 01/01/25
0
1406691 943/728 F 300,000.00
ZZ
MILLER DAVID W 354 299,304.38
1
1163 ASCOTT VALLEY DRIVE 9.000 2,421.96
72
8.750 2,421.96
419,175.00
DULUTH GA 30136 4 11/10/94
00
0380105651 03 01/01/95
0
4080012097 O 06/01/24
0
1406692 943/728 F 340,000.00
ZZ
MOORE CHRISTOPHD 360 339,032.70
1
5160 COOMBSVILLE ROAD 8.875 2,705.20
80
8.625 2,705.20
425,000.00
NAPA CA 94558 1 09/28/94
00
0380103441 05 12/01/94
0
4080012247 O 11/01/24
0
1406693 943/728 F 202,500.00
T
NIELSEN JOSEPH A 360 200,835.02
1
250 NORTH ALMOND STREET 9.250 1,665.92
90
9.000 1,665.92
225,000.00
SALT LAKE CITY UT 84013 1 09/28/94
04
0380103623 07 11/01/94
25
4080012360 O 10/01/24
0
1406694 943/728 F 270,000.00
ZZ
ROOPANI BARKET A 360 268,028.78
1
4703 SUNNY TRAIL COURT 9.000 2,172.48
89
8.750 2,172.48
303,615.00
SUGAR LAND TX 77479 1 10/07/94
10
0380103664 03 12/01/94
17
4080012409 O 11/01/24
0
1406695 943/728 F 300,000.00
ZZ
BRODERICK PATRICK 360 298,841.62
1
10 HILLCREST DRIVE 8.875 2,386.94
80
8.625 2,386.94
375,000.00
1
NEW FAIRFIELD CT 06812 1 09/29/94
00
0380103706 05 11/01/94
0
4080012531 O 10/01/24
0
1406696 943/728 F 301,000.00
ZZ
COCKRELL DAVID M 360 298,943.62
1
30435 MIDDLECREEK CIRCLE 9.000 2,421.91
89
8.750 2,421.91
340,000.00
DAPHNE AL 36527 2 09/15/94
04
0380103722 03 11/01/94
17
4080012540 O 10/01/24
0
1406697 943/728 F 450,000.00
ZZ
KNOX MICHAEL F 360 448,686.49
1
53 HICKORY HILLS CIRCLE 8.750 3,540.15
48
8.500 3,540.15
950,000.00
LITTLE ROCK AR 72212 1 10/24/94
00
0380105719 03 12/01/94
0
4080012827 O 11/01/24
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1406698 943/728 F 265,500.00
ZZ
MAYS JR. EVERETT T 360 264,897.97
1
2526 PEARCE ROAD 8.875 2,112.44
90
8.625 2,112.44
295,000.00
AUSTIN TX 78730 1 11/07/94
04
0380103870 03 01/01/95
17
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0
1406699 943/728 F 244,800.00
ZZ
WELLSTEAD JEFFREY 360 244,121.30
1
6 MILE ROAD 9.000 1,969.72
90
8.750 1,969.72
272,000.00
MONTEBELLO NY 10901 1 10/03/94
04
0380103920 05 12/01/94
17
4080013369 O 11/01/24
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1406700 943/728 F 220,000.00
ZZ
ZARRA GENE 360 219,672.79
2
41 PAERDEGAT 14TH STREET 9.500 1,849.88
80
9.250 1,849.88
275,000.00
BROOKLYN NY 11236 1 12/23/94
00
0380103961 07 02/01/95
0
4080013483 O 01/01/25
0
1
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ZZ
FLOOD MICHAEL J 360 224,292.36
1
406 WICKHAM ROAD 9.125 1,829.87
90
8.875 1,829.87
249,900.00
NORTH KINGSTOWN RI 02852 1 11/01/94
04
0380104001 05 12/01/94
17
4080013624 O 11/01/24
0
1406702 943/728 F 216,000.00
ZZ
GOINS KENNETH L 360 215,385.47
1
LOT 73 28 WAMPANOAG DRIVE 8.875 1,718.60
86
8.625 1,718.60
253,114.00
FRANKLIN MA 02038 1 10/21/94
14
0380105313 05 12/01/94
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4080013655 O 11/01/24
0
1406703 943/728 F 210,000.00
ZZ
TREHARNE WILLIAM D 360 209,523.84
1
38312 LANA COURT 8.875 1,670.86
90
8.625 1,670.86
235,000.00
FARMINGTON HILL MI 48335 1 12/02/94
04
0380102468 03 01/01/95
17
4080013682 O 12/01/24
0
1406704 943/728 F 70,000.00
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WIEBE THOMAS 360 69,890.28
1
4 HAVER FARM ROAD 9.250 575.87
51
9.000 575.87
138,500.00
CLINTON NJ 08809 4 12/28/94
00
0380105438 05 02/01/95
0
4080013810 O 01/01/25
0
1406705 943/728 F 962,500.00
ZZ
MASSIE DAVID W 360 958,605.94
1
23 COSSO COURT 9.500 8,093.22
70
9.250 8,093.22
1,375,000.00
LAFAYETTE CA 94549 4 07/08/94
00
0380102492 05 09/01/94
0
4080013888 O 08/01/24
0
1406706 943/728 F 272,100.00
ZZ
LOWE GARY C 360 271,650.76
1
1
18802 CIVITAN CLUB WAY 9.000 2,189.38
80
8.750 2,189.38
340,130.00
BROOKVILLE MD 20833 1 12/21/94
00
0380102518 03 02/01/95
0
4080013933 O 01/01/25
0
1406707 943/728 F 277,500.00
ZZ
BODEN WILLIAM D 360 276,854.33
1
226 MELANCHTON AVE 8.750 2,183.10
75
8.500 2,183.10
370,000.00
LUTHERVILLE MD 21093 5 11/18/94
00
0380102567 05 01/01/95
0
4080013969 O 12/01/24
0
1406708 943/728 F 337,600.00
ZZ
CARTER JAY L 360 336,289.86
1
8660 EAST SUTTON DRIVE 8.875 2,686.10
80
8.625 2,686.10
425,000.00
SCOTTSDALE AZ 85260 2 09/23/94
00
0380105446 05 11/01/94
0
4080014059 O 10/01/24
0
1406710 943/728 F 139,500.00
T
FORTIN ROBERT 360 139,236.47
1
CUB POINT 9.750 1,198.52
90
9.500 1,198.52
155,000.00
CASCO ME 04015 1 11/28/94
11
0380102724 05 01/01/95
17
4080014126 O 12/01/24
0
1406711 943/728 F 256,500.00
ZZ
FARRIS DAVID E 360 256,118.47
1
515 NORTH LAKE DRIVE 9.500 2,156.79
90
9.250 2,156.79
285,000.00
BRANDON MS 39042 1 12/21/94
10
0380102757 05 02/01/95
25
4080014304 O 01/01/25
0
1406712 943/728 F 493,600.00
ZZ
SCHEFF WILLIAM P 360 492,509.35
1
7370 KINCHELOE ROAD 9.000 3,971.62
80
8.750 3,971.62
617,048.00
CLIFTON VA 22024 1 11/15/94
00
0380102765 05 01/01/95
0
1
4080014414 O 12/01/24
0
1406713 943/728 F 247,000.00
ZZ
ROYSTER DONALD W 360 244,372.16
1
ROUTE 1 BOX 5721 8.750 1,943.15
88
8.500 1,943.15
283,000.00
BUMPASS VA 23024 2 11/16/94
04
0380102898 05 01/01/95
17
4080014431 O 12/01/24
0
1406714 943/728 F 228,450.00
ZZ
DEMOS JAMES P 360 228,127.63
1
26 SAINT JOHNS DRIVE 9.750 1,962.74
79
9.500 1,962.74
289,337.00
FREEHOLD NJ 07728 1 12/27/94
00
0380105453 05 02/01/95
0
4080014435 O 01/01/25
0
1406715 943/728 F 96,300.00
T
FULLER KAREN L 360 96,160.49
1
LOT 32 BLACKS LANDING ROAD 9.625 818.54
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9.375 818.54
107,000.00
MOULTONBOROUGH NH 03254 1 12/09/94
11
0380103151 05 02/01/95
20
4080014632 O 01/01/25
0
1406717 943/728 F 251,200.00
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YOUAKIM JAMES M 360 250,924.56
1
139 STEEPLECHASE ROAD 9.000 2,021.21
80
8.750 2,021.21
314,000.00
DEVON PA 19333 1 01/27/95
00
0380105800 05 03/01/95
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4080014785 O 02/01/25
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1406718 943/728 F 343,000.00
T
UMPHREY WILLARD L 360 342,401.54
1
12 OCEAN AVENUE 10.125 3,041.81
75
9.875 3,041.81
457,500.00
BIDDEFORD ME 04005 1 12/01/94
00
0380103383 05 01/01/95
0
4080014913 O 12/01/24
0
1
1406719 943/728 F 470,000.00
ZZ
BANGHART BRUCE 360 469,571.21
1
27 OAK BLUFF COURT 9.875 4,081.24
76
9.625 4,081.24
620,000.00
NAPERVILLE IL 60565 1 01/10/95
00
0380103433 05 03/01/95
0
4080014969 O 02/01/25
0
1406720 943/728 F 244,250.00
ZZ
GALGINAITIS STEVEN 360 243,975.11
1
3702 MARTINS DAIRY CIRCLE 8.875 1,943.37
75
8.625 1,943.37
325,725.00
OLNEY MD 20832 1 01/20/95
00
0380105693 03 03/01/95
0
4080015051 O 02/01/25
0
1406721 943/728 F 232,000.00
ZZ
LAMAR RONALD 360 231,636.38
1
703 SHIBLEY RD 9.250 1,908.61
80
9.000 1,908.61
290,000.00
VAN BUREN AR 72956 1 12/29/94
00
0380105669 05 02/01/95
0
4080015268 O 01/01/25
0
1406722 943/728 F 325,000.00
ZZ
COYNE THOMAS P 360 324,831.51
1
6917 TROIKA COURT 9.250 2,673.70
79
9.000 2,673.70
416,600.00
CHARLOTTE NC 28277 1 02/09/95
00
0380103458 03 04/01/95
0
4080015272 O 03/01/25
0
1406723 943/728 F 400,000.00
ZZ
VALLAS PETER R 360 399,572.66
1
15846 NORTH CERRO ALTO DRIVE 9.125 3,254.53
80
8.875 3,254.53
500,000.00
FOUNTAIN HILLS AZ 85268 1 01/05/95
00
0380103466 03 03/01/95
0
4080015303 O 02/01/25
0
1406724 943/728 F 1,295,000.00
ZZ
CO BENJAMIN 360 1,293,818.46
1
1 HIGH MEADOW ROAD 9.875 11,245.12
70
9.625 11,245.12
1,850,000.00
1
SADDLE RIVER NJ 07458 1 01/23/95
00
0380103482 05 03/01/95
0
4080015324 O 02/01/25
0
1406725 943/728 F 229,500.00
T
LEONE GARY N 360 229,176.14
1
1107 BEACH AVENUE, UNIT B-1 9.750 1,971.76
90
9.500 1,971.76
255,000.00
CAPE MAY NJ 08204 1 12/16/94
04
0380103516 01 02/01/95
17
4080015437 O 01/01/25
0
1406726 943/728 F 570,000.00
ZZ
PRATESI ROGER A 360 569,437.04
1
120 RIVERWOOD PLACE 9.500 4,792.87
80
9.250 4,792.87
712,500.00
ATLANTA GA 30327 1 01/12/95
00
0380103540 05 03/01/95
0
4080015464 O 02/01/25
0
1406727 943/728 F 250,700.00
ZZ
YOUNG JOSEPH F 360 250,131.60
1
12551 PRESNELL STREET 8.875 1,994.68
85
8.625 1,994.68
295,000.00
LOS ANGELES CA 90066 1 11/10/94
04
0380105776 05 01/01/95
17
4080015496 O 12/01/24
0
1406728 943/728 F 305,000.00
ZZ
SUDDERTH BRENDA R 360 304,569.58
1
160 COMMERCE STREET 9.750 2,620.42
85
9.500 2,620.42
359,900.00
GRETNA LA 70056 1 12/30/94
04
0380103607 05 02/01/95
17
4080015531 O 01/01/25
0
1406729 943/728 F 310,500.00
ZZ
PARADA JOSE C 360 310,080.78
1
9506 BIXLER LANE 9.875 2,696.23
90
9.625 2,696.23
345,000.00
VIENNA VA 22182 1 01/06/95
04
0380103631 05 03/01/95
25
4080015578 O 02/01/25
0
1
1406730 943/728 F 300,000.00
ZZ
POST A A 360 299,491.72
1
26105 CARMELO STREET 8.875 2,386.93
48
8.625 2,386.93
635,000.00
CARMEL CA 93923 1 11/18/94
00
0380103649 05 02/01/95
0
4080015633 O 01/01/25
0
1406733 943/728 F 393,750.00
ZZ
BALLEW DAVID D 360 391,416.32
1
2210 GATHRIGHT DRIVE 8.750 3,097.64
75
8.500 3,097.64
525,300.00
ABILENE TX 79606 1 07/29/94
00
0380105784 05 09/01/94
0
4090002602 O 08/01/24
0
1406734 943/728 F 300,000.00
ZZ
RACIOPPI JR PAUL A 360 298,972.02
1
461 BAY RIDGE PARKWAY 8.875 2,386.94
80
8.625 2,386.94
375,000.00
BROOKLYN NY 11209 1 09/14/94
00
0380103698 05 11/01/94
0
4090003430 O 10/01/24
0
1406735 943/728 F 259,200.00
ZZ
GALLUZZO CHRIS 360 258,439.33
1
19 MCLANE DRIVE 9.000 2,085.59
90
8.750 2,085.59
288,000.00
HUNTINGTON NY 11746 1 10/14/94
10
0380105461 05 12/01/94
17
4090003441 O 11/01/24
0
1406736 943/728 F 255,000.00
ZZ
MAINE ERIC T 360 254,255.66
1
141 HOPE ROAD 8.750 2,006.09
90
8.500 2,006.09
285,000.00
BLAIRSTOWN NJ 07825 1 10/26/94
10
0380103714 05 12/01/94
17
4090003512 O 11/01/24
0
1406737 943/728 F 288,000.00
ZZ
AMIREBRAHIMI SAYAREH 360 287,062.71
1
1
8470 HAROLD WAY 9.125 2,343.27
90
8.875 2,343.27
320,000.00
LOS ANGELES CA 90069 1 09/23/94
14
0380103730 05 11/01/94
17
4090003662 O 10/01/24
0
1406738 943/728 F 67,500.00
T
KISROW KEVIN L 360 67,274.52
1
153 COUNTY ROAD 24 9.000 543.13
90
8.750 543.13
75,500.00
WABASHA MN 55981 1 09/21/94
10
0380106311 05 11/01/94
17
4090003674 O 10/01/24
0
1406740 943/728 F 45,350.00
ZZ
LOWE EDUARDO 360 45,290.89
10
1655 FLATBUSH AVE UNIT 1703A 10.125 402.18
90
9.875 402.18
50,410.00
BROOKLYN NY 11210 1 12/16/94
10
0380103896 11 02/01/95
17
4090003741 O 01/01/25
0
1406742 943/728 F 265,000.00
ZZ
RAYNER KEITH 360 264,226.46
1
32 OAKWOOD CIRCLE 8.750 2,084.76
67
8.500 2,084.76
400,000.00
AMHERST MA 01002 5 10/03/94
00
0380103805 05 12/01/94
0
4090003816 O 11/01/24
0
1406743 943/728 F 900,000.00
T
CAREY THOMAS H 360 896,835.94
1
8 BROWN PELICAN ROAD 8.750 7,080.31
59
8.500 7,080.31
1,550,000.00
HILTON HEAD ISL SC 29928 1 09/23/94
00
0380103821 03 11/01/94
0
4090003836 O 10/01/24
0
1406744 943/728 F 952,700.00
ZZ
JACOBSON LAURENCE D 360 949,350.68
1
11949 KEARSARGE STREET 8.750 7,494.90
70
8.500 7,494.90
1,361,250.00
LOS ANGELES CA 90049 1 09/26/94
00
0380103904 05 11/01/94
0
1
4090003864 O 10/01/24
0
1406746 943/728 F 259,100.00
ZZ
ROOPANI FIROZALI M 360 258,065.45
1
4702 SUNNY TRAIL COURT 9.000 2,084.78
90
8.750 2,084.78
287,933.00
SUGAR LAND TX 77479 1 12/13/94
10
0380103953 03 02/01/95
17
4090004366 O 01/01/25
0
1406747 943/728 F 315,000.00
ZZ
GRACER JEFFREY B 360 314,663.45
48
322 CENTRAL PARK WEST UNIT #2A 9.125 2,562.95
50
8.875 2,562.95
630,000.00
NEW YORK NY 10025 1 01/06/95
00
0380103862 13 03/01/95
0
4090004470 O 02/01/25
0
1406749 943/728 F 300,000.00
ZZ
ALOISIO JAMES S 360 299,454.36
1
5 SCHOONER RIDGE 9.625 2,549.97
80
9.375 2,549.97
375,000.00
GLOUCESTER MA 01930 4 01/18/95
00
0380103995 05 03/01/95
0
4090004530 O 02/01/25
0
1406750 943/728 F 329,400.00
ZZ
EAGLE BART 360 328,690.77
1
5 ENGLISH GARDEN LANE 9.125 2,680.11
90
8.875 2,680.11
366,000.00
SOUTHAMPTON NY 11968 1 11/23/94
14
0380104019 05 01/01/95
22
4090004632 O 12/01/24
0
1406752 943/728 F 230,000.00
T
PELHAM VIRGIL G 360 229,362.31
1
514 GULFSHORE DRIVE UNIT 304 9.000 1,850.64
70
8.750 1,850.64
330,000.00
DESTIN FL 32541 1 10/21/94
00
0380103839 02 12/01/94
0
4090004869 O 11/01/24
0
1
1406753 943/728 F 227,700.00
ZZ
YUZUK ADAM J 360 227,234.61
1
62 KINGS AVENUE 9.375 1,893.90
90
9.125 1,893.90
253,000.00
ATLANTIC BEACH NY 11509 1 11/17/94
10
0380104043 05 01/01/95
17
4090004916 O 12/01/24
0
1406754 943/728 F 260,000.00
ZZ
LASHBROOKE JR ELVIN C 360 259,495.73
1
6435 ISLAND LAKE DRIVE 9.625 2,209.98
80
9.375 2,209.98
325,000.00
EAST LANSING MI 48823 1 11/29/94
00
0380104068 05 01/01/95
0
4090005189 O 12/01/24
0
1406755 943/728 F 260,000.00
ZZ
CSETE WILLIAM A 360 259,642.40
1
1330 LADAN DRIVE 9.500 2,186.23
37
9.250 2,186.23
720,000.00
SOLVANG CA 93463 2 01/09/95
00
0380104084 03 03/01/95
0
4090005276 O 02/01/25
0
1406757 943/728 F 360,000.00
ZZ
OLSSON ERIC 360 359,464.55
1
1987 OCASO CAMINO 9.500 3,027.08
90
9.250 3,027.08
400,000.00
FREMONT CA 94539 1 12/15/94
10
0380104118 03 02/01/95
25
4090005357 O 01/01/25
0
1406758 943/728 F 432,000.00
T
GYLLENHAAL STEPHEN R 360 431,406.33
1
25-83 OCEAN VIEW FARM ROAD 9.875 3,751.27
80
9.625 3,751.27
540,000.00
CHILMARK MA 02535 1 12/05/94
00
0380105792 05 02/01/95
0
4090005367 O 01/01/25
0
1406759 943/728 F 47,200.00
ZZ
SAVOIE FRANCIS J 360 47,135.11
191
115 15TH STREET APT B1 9.875 409.87
90
9.625 409.87
52,500.00
1
GARDEN CITY NY 11530 1 12/28/94
10
0380105677 11 02/01/95
25
4090005406 O 01/01/25
0
1406761 943/728 F 240,000.00
ZZ
GOLDBERG ROLAND 360 239,769.12
1
4983 BRADSHAW COURT 9.625 2,039.98
62
9.375 2,039.98
390,000.00
SAN DIEGO CA 92130 1 01/04/95
00
0380104126 03 03/01/95
0
4090005569 O 02/01/25
0
1406762 943/728 F 560,000.00
ZZ
MENDELSON GLENN P 360 559,122.30
1
1816 BARROILHET AVENUE 9.250 4,606.99
80
9.000 4,606.99
700,000.00
BURLINGAME CA 94010 1 12/22/94
00
0380103813 05 02/01/95
0
4090005594 O 01/01/25
0
1406763 943/728 F 251,000.00
ZZ
KUNATH JAMES R 360 250,770.98
1
58375 DEERFIELD DRIVE 9.875 2,179.56
75
9.625 2,179.56
335,000.00
WASHINGTON MI 48094 1 01/05/95
00
0380104134 05 03/01/95
0
4090005646 O 02/01/25
0
1406764 943/728 F 648,000.00
ZZ
WALLER WILLIAM S 360 647,360.00
1
4031 HAMPSTEAD ROAD 9.500 5,448.74
80
9.250 5,448.74
810,000.00
LA CANADA CA 91011 1 01/13/95
00
0380104142 05 03/01/95
0
4090005686 O 02/01/25
0
1406765 943/728 F 264,150.00
ZZ
ZACK GERARD M 360 263,690.74
1
620 CROYDON LANE 8.750 2,078.07
80
8.500 2,078.07
330,195.00
ALPHARETTA GA 30202 1 12/20/94
00
0380104159 05 02/01/95
0
4090005748 O 01/01/25
0
1
1406766 943/728 F 428,000.00
ZZ
STALEY JOHN D 360 427,599.00
1
1012 LAS PULGAS ROAD 9.750 3,677.19
80
9.500 3,677.19
535,000.00
PACIFIC PALISAD CA 90056 1 01/12/95
00
0380104175 05 03/01/95
0
4090005797 O 02/01/25
0
1406767 943/728 F 56,800.00
ZZ
MACGREGOR CYNTHIA 360 56,746.78
121
20 NORTH BROADWAY, UNIT-H 337 9.750 488.00
80
9.500 488.00
71,000.00
WHITE PLAINS NY 10601 1 01/31/95
00
0380103912 12 03/01/95
0
4090005878 O 02/01/25
0
1406768 943/728 F 115,000.00
T
BRENNER CLIFFORD 360 114,877.13
1
18 HIGHLAND AVENUE 9.125 935.68
50
8.875 935.68
230,500.00
ARLINGTON MA 02174 1 01/31/95
00
0380104183 05 03/01/95
0
5080015691 O 02/01/25
0
1406769 943/728 F 222,400.00
ZZ
MARTON BRIAN J 360 222,032.78
1
11 BRITTANY LANE 9.000 1,789.49
90
8.750 1,789.49
247,158.00
STAFFORD VA 22554 1 12/30/94
14
0380104191 03 02/01/95
20
5080015748 O 01/01/25
0
1406770 943/728 F 295,000.00
ZZ
MAKKINEJAD ROKNEDIN D 360 294,659.30
1
8211 MADRILLON ESTATES DRIVE 8.750 2,320.77
67
8.500 2,320.77
444,617.00
VIENNA VA 22182 1 01/17/95
00
0380104209 03 03/01/95
0
5080015758 O 02/01/25
0
1406771 943/728 F 386,250.00
ZZ
SHEN PHILIP Y 360 385,888.14
1
1
9600 NW 43 STREET 9.750 3,318.48
75
9.500 3,318.48
515,000.00
CORAL SPRINGS FL 33065 5 01/25/95
00
0380105701 05 03/01/95
0
5080015794 O 02/01/25
0
1406772 943/728 F 322,000.00
ZZ
DERRICK DAVID A 360 321,849.77
1
154 W CRESTLYN DRIVE 9.750 2,766.48
89
9.500 2,766.48
363,000.00
YORK PA 17402 2 02/10/95
04
0380104027 05 04/01/95
25
5080015800 O 03/01/25
0
1406773 943/728 F 230,000.00
ZZ
HORTIS SCOTT A 360 229,784.52
1
18 TROWBRIDGE COURT 9.750 1,976.06
88
9.500 1,976.06
262,000.00
SIMPSONVILLE SC 29681 1 01/31/95
04
0380106303 03 03/01/95
25
5080015806 O 02/01/25
0
1406775 943/728 F 485,500.00
ZZ
HATTERICK P K 360 484,994.68
1
35 OLD MARYLAND CHASE 9.250 3,994.09
67
9.000 3,994.09
725,000.00
ATLANTA GA 30327 1 01/30/95
00
0380104050 05 03/01/95
0
5080015849 O 02/01/25
0
1406777 943/728 F 249,000.00
ZZ
ALLEN DANIEL E 360 248,867.49
1
212 MOORE AVENUE, SOUTHEAST 9.125 2,025.95
70
8.875 2,025.95
359,000.00
VIENNA VA 22180 1 02/24/95
00
0380105321 05 04/01/95
0
5080015901 O 03/01/25
0
1406778 943/728 F 225,000.00
ZZ
HALL RUSSELL K 360 224,476.54
1
21 CALLE CIENEGA 8.750 1,770.08
90
8.500 1,770.08
251,000.00
PLACITAS NM 87043 1 11/22/94
04
0380104092 03 01/01/95
20
1
5080015928 O 12/01/24
0
1406779 943/728 F 655,000.00
T
MONTESI TERRY R 360 654,660.43
1
2101 BRADFORD PARK 9.250 5,388.53
66
9.000 5,388.53
1,000,000.00
FORT WORTH TX 76107 2 02/03/95
00
0380104100 05 04/01/95
0
5080015956 O 03/01/25
0
1406780 943/728 F 260,000.00
ZZ
PARDY WILLIAM J 360 259,749.85
1
801 FAVER DRIVE 9.625 2,209.97
74
9.375 2,209.97
353,000.00
CASTLE ROCK CO 80104 4 01/30/95
00
0380105743 05 03/01/95
0
5080015981 O 02/01/25
0
1406781 943/728 F 407,000.00
ZZ
HEARD JEFFREY S 360 406,576.38
1
RT 6 BOX 55 9.250 3,348.29
66
9.000 3,348.29
625,000.00
OZARK MO 65721 4 01/20/95
00
0380106261 05 03/01/95
0
5080016011 O 02/01/25
0
1406783 943/728 F 342,000.00
ZZ
COLGAN PETER C 360 341,634.63
1
172 OLD BILLERICA ROAD 9.125 2,782.62
90
8.875 2,782.62
380,000.00
BEDFORD MA 01730 1 01/20/95
14
0380105347 05 03/01/95
17
5080016056 O 02/01/25
0
1406785 943/728 F 225,000.00
ZZ
CROMER TIEN 360 224,794.72
1
796 SOUTH WOLFE ROAD 9.875 1,953.78
90
9.625 1,953.78
250,000.00
SUNNYVALE CA 94086 1 01/03/95
14
0380104340 05 03/01/95
25
5080016106 O 02/01/25
0
1
1406786 943/728 F 252,000.00
ZZ
PURVIS EDWARD F 360 251,605.04
1
659 MAPLE GLEN CIRCLE 9.250 2,073.14
80
9.000 2,073.14
315,495.00
MAPLE GLEN PA 19002 1 12/30/94
00
0380105362 05 02/01/95
0
5080016128 O 01/01/25
0
1406787 943/728 F 430,700.00
ZZ
HIGGINS MARTIN V 360 430,263.30
1
7 NEW LONDON COURT 9.375 3,582.34
80
9.125 3,582.34
538,454.00
VOORHEES NJ 08043 1 01/23/95
00
0380105388 03 03/01/95
0
5080016148 O 02/01/25
0
1406788 943/728 F 241,050.00
ZZ
GEIER BARBARA K 360 240,918.30
1
4620 BERKELEY WALK POINT 9.000 1,939.54
90
8.750 1,939.54
267,835.00
DULUTH GA 30136 1 02/24/95
19
0380104555 03 04/01/95
25
5080016247 O 03/01/25
0
1406789 943/728 F 420,000.00
ZZ
PASTO MATTHEW E 360 419,764.54
1
3204 SAW MILL ROAD 8.875 3,341.71
74
8.625 3,341.71
569,000.00
NEWTOWN SQUARE PA 19073 1 02/09/95
00
0380104688 05 04/01/95
0
5080016343 O 03/01/25
0
1406791 943/728 F 349,600.00
ZZ
ALLEN MARK D 360 349,404.01
1
2936 MILTON AVENUE 8.875 2,781.57
80
8.625 2,781.57
437,048.00
DALLAS TX 75205 1 02/03/95
00
0380105685 05 04/01/95
0
5080016569 O 03/01/25
0
1406792 943/728 F 220,450.00
ZZ
GARCIA AURELIO 360 220,335.71
1
42 PETRA DRIVE 9.250 1,813.59
90
9.000 1,813.59
245,000.00
1
MORGANVILLE NJ 07751 1 02/24/95
10
0380105180 05 04/01/95
25
5080016601 O 03/01/25
0
1406793 943/728 F 225,600.00
ZZ
TIGGES STEFAN 360 225,479.94
1
1538 EMORY ROAD 9.125 1,835.56
80
8.875 1,835.56
282,000.00
ATLANTA GA 30306 1 02/27/95
00
0380105255 05 04/01/95
0
5080016855 O 03/01/25
0
1406794 943/728 F 54,000.00
ZZ
THOMAS SILORNA 360 53,949.40
365
340 EAST 93RD STREET 18K 9.750 463.95
90
9.500 463.95
60,000.00
NEW YORK NY 10128 1 01/30/95
10
0380103938 11 03/01/95
25
5090005885 O 02/01/25
0
1406795 943/728 F 480,000.00
ZZ
LEE HENRY P 360 479,776.05
1
6784 W KNOLLWOOD CIRCLE 9.750 4,123.95
80
9.500 4,123.95
605,000.00
WEST BLOOMFIELD MI 48322 2 02/01/95
00
0380103946 03 04/01/95
0
5090005909 O 03/01/25
0
1406796 943/728 F 332,000.00
ZZ
CHASE BARBARA A 360 331,827.88
1
134 DRAPER ROAD 9.250 2,731.29
57
9.000 2,731.29
587,000.00
WAYLAND MA 01778 5 02/08/95
00
0380105263 05 04/01/95
0
5090005942 O 03/01/25
0
1406797 943/728 F 207,900.00
ZZ
CARTER WILLIAM W 360 207,786.43
1
20627 MIDDLECREEK COURT 9.000 1,672.82
90
8.750 1,672.82
231,000.00
STERLING VA 20165 1 02/24/95
21
0380105420 03 04/01/95
25
5090005992 O 03/01/25
0
1
1406798 943/728 F 261,250.00
ZZ
WAYCHOFF MICHAEL 360 261,110.97
1
159 CLAREMONT ROAD 9.125 2,125.62
95
8.875 2,125.62
275,000.00
BERNARDSVILLE NJ 07924 1 02/14/95
14
0380105610 05 04/01/95
30
5090006099 O 03/01/25
0
1406799 943/728 F 300,000.00
ZZ
SCHRON AVI 360 300,000.00
1
1459 EAST 18TH STREET 9.250 2,468.03
66
9.000 2,468.03
455,000.00
BROOKLYN NY 11230 1 03/02/95
00
0380105297 05 05/01/95
0
5090006134 O 04/01/25
0
1406803 375/375 F 300,000.00
ZZ
KANE KEITH R 360 299,831.81
1
5232 EAST LONG LANE 8.875 2,386.94
75
8.625 2,386.94
400,000.00
LITTLETON CO 80122 1 02/28/95
00
374057 01 04/01/95
0
374057 O 03/01/25
0
1406805 249/249 F 337,500.00
ZZ
GOLDMAN ROBERT 360 337,500.00
1
68 HAYLOFT LANE 9.625 2,868.71
75
9.375 2,868.71
450,000.00
ROSLYN HEIGHTS NY 11577 2 03/07/95
00
606049118 05 05/01/95
0
606049118 O 04/01/25
0
1406812 375/375 F 59,750.00
ZZ
LEUTSCH LARRY E 360 59,687.80
1
7925 LARIAT CIRCLE 9.250 491.55
70
9.000 491.55
85,400.00
BROKEN ARROW OK 74014 1 01/18/95
00
369222 05 03/01/95
0
369222 O 02/01/25
0
1406816 375/375 F 322,000.00
ZZ
FREEMAN-LAROSA NORMA 360 322,000.00
1
1
61 PRESIDIO AVENUE 9.625 2,736.97
75
9.375 2,736.97
430,000.00
CORTE MADERA CA 94925 1 03/01/95
00
373571 05 05/01/95
0
373571 O 04/01/25
0
1406820 375/375 F 285,000.00
ZZ
BUSTAMANTE PABLO V 360 284,460.50
1
105 CAS-HILLS DRIVE 9.750 2,448.60
95
9.500 2,448.60
300,000.00
SAN ANTONIO TX 78213 1 01/25/95
04
370339 05 03/01/95
30
370339 O 02/01/25
0
1406823 375/375 F 259,200.00
ZZ
HEDEEN DANIEL E 360 259,069.11
1
12860 NW CREEKSIDE DRIVE 9.375 2,155.89
80
9.125 2,155.89
324,000.00
PORTLAND OR 97229 1 02/24/95
00
372713 05 04/01/95
0
372713 O 03/01/25
0
1406824 757/757 F 403,400.00
ZZ
VEAL MARSHALL D 350 403,400.00
1
4509 EDGEMERE TRACE 9.500 3,409.39
80
9.125 3,409.39
504,271.00
MARIETTA GA 30062 1 03/15/95
00
2276020 03 05/01/95
0
2276020 O 06/01/24
0
1406827 375/375 F 223,600.00
ZZ
TOLAND MICHAEL 360 223,492.88
1
2134 DESERT CREEK AVENUE 9.625 1,900.58
80
9.375 1,900.58
281,000.00
SIMI VALLEY CA 93063 1 02/21/95
00
320432 05 04/01/95
0
320432 O 03/01/25
0
1406897 429/429 F 189,900.00
ZZ
ELEFTHERIO MELANIE L 360 189,735.71
3
20 PARK STREET 10.125 1,684.08
90
9.875 1,684.08
211,000.00
CHARLESTOWN MA 02129 1 01/19/95
14
94126418 05 03/01/95
20
1
94126418 O 02/01/25
0
1406898 429/429 F 300,000.00
ZZ
CASALE GERARD M 360 299,354.08
2
21 KERRY LANE 9.125 2,440.90
80
8.875 2,440.90
375,000.00
STATEN ISLAND NY 10307 1 11/07/94
00
93100589 05 01/01/95
0
93100589 O 12/01/24
0
1406899 429/429 F 260,000.00
ZZ
GERSTENLAUER JOHN M 360 259,714.89
1
75 CANTERBURY LANE 9.000 2,092.02
79
8.750 2,092.02
333,000.00
EAST GREENWICH RI 02818 1 01/25/95
00
94063578 05 03/01/95
0
94063578 O 02/01/25
0
1406901 429/429 F 400,000.00
ZZ
ZAZZARO FRANK J 360 399,572.64
1
10 LOVEYS DRIVE 9.125 3,254.54
75
8.875 3,254.54
540,000.00
FLORHAM PARK NJ 07932 1 01/26/95
00
94037165 05 03/01/95
0
94037165 O 02/01/25
0
1406909 052/052 F 298,500.00
ZZ
HALPERN RICHARD G 360 298,500.00
1
44 FERNHILL ROAD 9.625 2,537.22
75
9.375 2,537.22
398,000.00
SPRINGFIELD NJ 07081 1 03/02/95
00
286262 05 05/01/95
0
286262 O 04/01/25
0
1406910 052/052 F 222,000.00
ZZ
MULLER ROBERT J 360 221,896.42
1
16 MILL CREEK ROAD 9.750 1,907.33
80
9.500 1,907.33
277,612.00
SPARTA NJ 07871 1 02/17/95
00
298729 05 04/01/95
0
298729 O 03/01/25
0
1
1406912 052/052 F 248,750.00
ZZ
FEHR JR JOHN K 360 248,636.99
1
14398 EAST SHEPHERD AVENUE 9.875 2,160.02
71
9.625 2,160.02
352,500.00
CLOVIS CA 93611 4 02/10/95
00
287930 03 04/01/95
0
287930 O 03/01/25
0
1406957 450/728 F 165,000.00
ZZ
NELSON BRIAN F 360 164,916.67
1
20131 CRATER CIRCLE 9.375 1,372.39
53
9.125 1,372.39
315,000.00
HUNTINGTON BEAC CA 92646 1 02/15/95
00
0380100769 05 04/01/95
0
3734142 O 03/01/25
0
1406971 560/560 F 215,900.00
ZZ
NASH BRUCE A 360 214,990.48
1
810 COLUMBUS AVENUE 9.750 1,854.91
90
9.500 1,854.91
239,900.00
RARITAN NJ 08869 1 12/05/94
14
450043963 05 02/01/95
25
450043963 O 01/01/25
0
1406972 560/560 F 307,350.00
ZZ
HERDMAN ROBERT A 360 306,692.21
1
132 MONTFORT DRIVE 9.250 2,528.49
77
9.000 2,528.49
399,240.00
MONTGOMERY TWP NJ 08502 1 12/29/94
00
450058318 05 02/01/95
0
450058318 O 01/01/25
0
1406973 560/560 F 152,000.00
ZZ
ALESSI MICHAEL J 360 151,837.61
1
20 SPRINGHOUSE DRIVE 9.125 1,236.72
73
8.875 1,236.72
208,550.00
MEDFORD TWP. NJ 08055 1 01/27/95
00
450072525 05 03/01/95
0
450072525 O 02/01/25
0
1406974 560/560 F 162,000.00
ZZ
MAY JEFFREY P 360 161,831.39
2
2624 WROXTON 9.250 1,332.73
90
9.000 1,332.73
180,000.00
1
HOUSTON TX 77005 1 01/30/95
10
450073572 05 03/01/95
25
450073572 O 02/01/25
0
1406975 560/560 F 224,800.00
ZZ
MCGOORTY WILLIAM G 360 224,577.98
1
40 STONEHEDGE DRIVE 9.500 1,890.24
90
9.250 1,890.24
249,833.00
EAST WINDSOR NJ 08520 1 01/30/95
14
450073895 05 03/01/95
25
450073895 O 02/01/25
0
1406976 560/560 F 255,000.00
ZZ
WOLFE TONY K 360 254,734.60
1
CONSCIENCE MEADOW PATH 9.250 2,097.82
60
9.000 2,097.82
425,000.00
SETAUKET NY 11733 4 01/31/95
00
450078340 05 03/01/95
0
450078340 O 02/01/25
0
1406977 560/560 F 282,750.00
ZZ
CRAWFORD PATRICK N 360 282,614.54
1
4200 RANCHO BENITO NW 9.625 2,403.35
75
9.375 2,403.35
377,000.00
ALBUQUERQUE NM 87120 4 02/10/95
00
450080734 05 04/01/95
0
450080734 O 03/01/25
0
1406978 560/560 F 86,000.00
ZZ
ROBSON PHILIP B 360 85,957.70
1
1000 CREEK FRONT COURT 9.500 723.13
64
9.250 723.13
134,450.00
WILLOW SPRINGS NC 27592 4 02/14/95
00
450080858 05 04/01/95
0
450080858 O 03/01/25
0
1406979 560/560 F 1,000,000.00
ZZ
RUTH COREY K 360 999,495.01
1
1200 FARVIEW ROAD 9.375 8,317.49
59
9.125 8,317.49
1,706,310.00
VILLANOVA PA 19085 4 02/16/95
00
450082656 03 04/01/95
0
450082656 O 03/01/25
0
1
1406980 560/560 F 150,000.00
ZZ
SANTOS JEFFREY 360 149,926.22
1
56 DEVON LANE 9.500 1,261.28
75
9.250 1,261.28
200,000.00
CLARK NJ 07066 1 02/17/95
00
450083704 05 04/01/95
0
450083704 O 03/01/25
0
1406981 560/560 F 218,400.00
ZZ
BASHAM TONY A 360 218,289.71
1
11 SADDLEBROOK DRIVE 9.375 1,816.54
85
9.125 1,816.54
257,000.00
WASHINGTON NJ 07882 1 02/20/95
04
450084363 05 04/01/95
20
450084363 O 03/01/25
0
1406982 560/560 F 365,000.00
ZZ
OSTAD AZIN 360 364,820.46
1
21 HICKORY DRIVE 9.500 3,069.12
69
9.250 3,069.12
535,500.00
GREAT NECK NY 11021 1 02/21/95
00
450084611 05 04/01/95
0
450084611 O 03/01/25
0
1406983 560/560 F 276,100.00
ZZ
TAYLOR RICHARD T 360 275,949.19
1
105 TWIN CREEK LANE 9.000 2,221.56
80
8.750 2,221.56
345,150.00
KENNETT SQUARE PA 19348 1 02/21/95
00
450084793 03 04/01/95
0
450084793 O 03/01/25
0
1406984 560/560 F 269,700.00
ZZ
MARSHALL MICHAEL J 360 266,361.98
1
15 SHEPHERD HILL ROAD 9.375 2,243.23
90
9.125 2,243.23
299,700.00
BEDFORD NH 03110 1 02/22/95
14
450085071 05 04/01/95
25
450085071 O 03/01/25
0
1406985 560/560 F 100,000.00
ZZ
MAGLIULO ROBERT 360 99,945.38
1
1
815 CENTER STREET 9.000 804.62
65
8.750 804.62
155,000.00
MIDDLETOWN NJ 07701 1 02/23/95
00
450085550 05 04/01/95
0
450085550 O 03/01/25
0
1406986 560/560 F 376,800.00
ZZ
NISTA JOHN M 360 376,599.48
1
6 ASTON CIRCLE 9.125 3,065.77
80
8.875 3,065.77
471,000.00
HOCKESSIN DE 19707 1 02/24/95
00
450086699 03 04/01/95
0
450086699 O 03/01/25
0
1406987 560/560 F 101,000.00
ZZ
BURNHAM JOHN C 360 100,947.64
1
1088 PORTSIDE DRIVE 9.250 830.90
67
9.000 830.90
152,900.00
CORDOVA TN 38018 1 02/24/95
00
450087085 03 04/01/95
0
450087085 O 03/01/25
0
1406988 560/560 F 284,800.00
ZZ
BENZEL MARK A 360 284,656.18
1
1045 CHERRY AVENUE 9.375 2,368.82
80
9.125 2,368.82
356,000.00
SAN JOSE CA 95125 2 02/14/95
00
450088356 05 04/01/95
0
450088356 O 03/01/25
0
1406989 560/560 F 290,000.00
ZZ
BARRETO III ALBERT 360 289,841.59
1
1103 SAWMILL GULCH ROAD 9.000 2,333.41
72
8.750 2,333.41
405,000.00
PEBBLE BEACH CA 93953 1 02/16/95
00
450088471 05 04/01/95
0
450088471 O 03/01/25
0
1406990 560/560 F 204,850.00
ZZ
SENDRO PAUL J 360 204,735.16
1
198 CINNABAR LANE 8.875 1,629.88
79
8.625 1,629.88
259,621.00
YARDLEY PA 19067 1 02/28/95
00
450090170 05 04/01/95
0
1
450090170 O 03/01/25
0
1406991 560/560 F 211,000.00
ZZ
DENNEHY TIMOTHY 360 211,000.00
1
159-39 90TH ST 9.250 1,735.85
75
9.000 1,735.85
283,000.00
HOWARD BEACH NY 11414 1 03/01/95
00
450090246 05 05/01/95
0
450090246 O 04/01/25
0
1406992 560/560 F 413,600.00
ZZ
DUDEK MICHAEL H 360 413,379.89
1
1179 HARMONY HILL ROAD 9.125 3,365.19
80
8.875 3,365.19
517,000.00
DOWNINGTOWN PA 19335 1 02/28/95
00
450090303 05 04/01/95
0
450090303 O 03/01/25
0
1406993 560/560 F 250,000.00
ZZ
ROULEAU ROBERT P 360 249,866.96
1
10822 EAST SUTHERLAND WAY 9.125 2,034.08
73
8.875 2,034.08
342,776.00
SCOTTSDALE AZ 85255 4 02/24/95
00
450091186 03 04/01/95
0
450091186 O 03/01/25
0
1406994 560/560 F 379,000.00
ZZ
FOSTER GEORGE P 360 379,000.00
1
6100 BOHLYSVILLE ROAD 9.250 3,117.94
63
9.000 3,117.94
605,000.00
MILLSTADT IL 62260 2 02/27/95
00
450092473 05 05/01/95
0
450092473 O 04/01/25
0
1406995 560/560 F 202,500.00
ZZ
GRECI HAROLD J 360 202,500.00
1
10081 COOL SPRINGS ROAD 9.375 1,684.29
75
9.125 1,684.29
270,000.00
MECHANICSVILLE VA 23111 1 03/03/95
00
450092614 05 05/01/95
0
450092614 O 04/01/25
0
1
1406996 560/560 F 441,000.00
ZZ
RODRIGUEZ ROBERTO 360 441,000.00
1
83 MOUNTAIN AVENUE 9.500 3,708.17
90
9.250 3,708.17
490,000.00
WEST ORANGE NJ 07052 1 03/03/95
04
450092663 05 05/01/95
30
450092663 O 04/01/25
0
1406997 560/560 F 220,800.00
ZZ
VER HELST STEVEN J 360 220,800.00
1
10800 CORONA AVENUE NE 9.250 1,816.47
80
9.000 1,816.47
276,000.00
ALBUQUERQUE NM 87122 1 03/03/95
00
450092838 05 05/01/95
0
450092838 O 04/01/25
0
1406998 560/560 F 405,000.00
T
MORITZ JAMES W 360 405,000.00
1
0226 SAWATCH DRIVE 9.125 3,295.21
80
8.875 3,295.21
506,915.00
EDWARDS CO 81632 1 03/03/95
00
450092853 03 05/01/95
0
450092853 O 04/01/25
0
1406999 560/560 F 160,850.00
ZZ
GUTFLAIS ITSIK 360 160,850.00
1
141-25 72ND DRIVE 9.500 1,352.51
75
FLUSHING 9.250 1,352.51
214,500.00
QUEENS NY 11367 1 03/06/95
00
450093265 05 05/01/95
0
450093265 O 04/01/25
0
1407000 560/560 F 110,000.00
ZZ
HUGHES MARY C 360 110,000.00
1
1179 WASHINGTON STREET 9.750 945.07
68
9.500 945.07
163,000.00
GLOUCESTER MA 01930 1 03/08/95
00
450093877 05 05/01/95
0
450093877 O 04/01/25
0
1407001 560/560 F 118,400.00
T
HARDIN MICHAEL T 360 118,400.00
1
18 HUNTER HILL RD. U#J304 9.250 974.05
80
9.000 974.05
148,000.00
1
MT CRESTED BUTT CO 81225 1 03/10/95
00
450095450 01 05/01/95
0
450095450 O 04/01/25
0
1407002 560/560 F 232,650.00
ZZ
WHEATLEY JOSEPH G 360 232,650.00
1
348 SAN VICENTE LANE 8.875 1,851.07
95
8.625 1,851.07
244,900.00
ANAHEIM CA 92807 1 03/10/95
10
450097290 01 05/01/95
30
450097290 O 04/01/25
0
1407008 A50/A50 F 237,500.00
ZZ
SIMPSON L C 360 237,500.00
1
3852 BROOK HOLLOW LANE 9.625 2,018.72
95
9.375 2,018.72
250,000.00
BIRMINGHAM AL 35243 1 03/15/95
11
10616 05 05/01/95
30
10616 O 04/01/25
0
1407587 158/158 F 272,700.00
ZZ
WITHERS THOMAS B 360 272,572.77
1
8862 MAC COVE 9.750 2,342.92
90
9.500 2,342.92
303,000.00
GERMANTOWN TN 38138 1 02/24/95
11
2543999 05 04/01/95
20
2543999 O 03/01/25
0
1407600 324/728 F 250,000.00
ZZ
DYSON LEROY F 360 250,000.00
1
1946 OAKSHIRE LANE 9.625 2,124.98
75
9.375 2,124.98
335,000.00
SANDY UT 84092 5 03/15/95
00
0380101106 05 05/01/95
0
502753 O 04/01/25
0
1407611 439/439 F 220,000.00
ZZ
HARRIS PAUL A 360 220,000.00
1
2323 ASHLEY ROAD AKA 910 GEM L 9.050 1,778.10
80
8.800 1,778.10
275,000.00
RAMONA CA 92065 1 03/15/95
00
1769645 05 05/01/95
0
1769645 O 04/01/25
0
1
1407617 439/439 F 336,000.00
ZZ
KELLEY JOSEPH E 360 336,000.00
1
3765 GREENHILL ROAD 8.950 2,691.46
80
8.700 2,691.46
420,000.00
PASADENA CA 91107 1 03/03/95
00
1767612 05 05/01/95
0
1767612 O 04/01/25
0
1407619 439/439 F 244,800.00
ZZ
BUSTIN BLANCHE 360 244,800.00
1
41935 CALLE CABRILLO 9.200 2,005.05
80
8.950 2,005.05
306,000.00
TEMECULA CA 92592 2 03/14/95
00
17641416 05 05/01/95
0
17641416 O 04/01/25
0
1407620 083/728 F 299,500.00
ZZ
FRICKE THOMAS S 360 299,344.74
1
540 CROYDON LANE 9.250 2,463.91
90
9.000 2,463.91
333,000.00
ALPHARETTA GA 30202 1 02/17/95
14
0380102229 05 04/01/95
27
1081320 O 03/01/25
0
1407632 439/439 F 220,000.00
ZZ
FEMENIA JOSE 360 220,000.00
1
174 CONNETQUOT DRIVE 8.450 1,683.83
68
8.200 1,683.83
324,000.00
OAKDALE NY 11769 1 03/17/95
00
1756282 05 05/01/95
0
1756282 O 04/01/25
0
1407639 083/728 F 217,600.00
ZZ
LEFFERT RUSSELL W 360 217,600.00
1
50 REINMAN ROAD 9.500 1,829.70
80
9.250 1,829.70
275,000.00
WARREN NJ 07059 1 03/14/95
00
0380102203 05 05/01/95
0
1080206 O 04/01/25
0
1407643 083/728 F 297,000.00
ZZ
LEVIN JOHN R 360 297,000.00
1
1
609 IROQUOIS STREET 9.625 2,524.47
84
9.375 2,524.47
355,000.00
ORADELL NJ 07649 1 03/10/95
14
0380102211 05 05/01/95
22
1080289 O 04/01/25
0
1407645 324/728 F 298,000.00
ZZ
TOGNI MARTIN 360 298,000.00
1
16952 BOLERO LANE 8.875 2,371.03
80
8.625 2,371.03
372,500.00
HUNTINGTON BEAC CA 92649 1 03/15/95
00
0380101064 05 05/01/95
0
5027818 O 04/01/25
0
1407649 083/728 F 258,750.00
ZZ
DANIEL CARL 360 258,622.73
1
6700 MORROWICK CIRCLE DRIVE 9.500 2,175.71
94
9.250 2,175.71
277,000.00
CHARLOTTE NC 28226 1 02/24/95
10
0380102195 05 04/01/95
27
986817 O 03/01/25
0
1407652 637/728 F 226,100.00
ZZ
HIETT MICHAEL W 360 226,100.00
1
445 GREENWOOD DRIVE 9.000 1,819.26
95
8.750 1,819.26
238,000.00
SANTA CLARA CA 95054 1 03/02/95
21
0380101932 05 05/01/95
30
3431152 O 04/01/25
0
1407655 637/728 F 245,000.00
ZZ
STANSBERRY DOMENIC 360 245,000.00
1
100 PALM AVENUE 9.000 1,971.33
54
8.750 1,971.33
459,000.00
CORTE MADERA CA 94925 1 03/06/95
00
0380101700 05 05/01/95
0
3500519 O 04/01/25
0
1407659 686/686 F 98,000.00
ZZ
MELENDEZ ESTUARDO J 360 98,000.00
1
655 NW 158 AVE 9.375 815.12
75
9.125 815.12
132,000.00
PEMBROKE PINES FL 33028 1 03/10/95
00
30815976956 03 05/01/95
0
1
30815976956 O 04/01/25
0
1407662 686/686 F 110,250.00
ZZ
LOOK BRENT A 360 110,250.00
1
10600 NW 6TH COURT 9.500 927.05
75
9.250 927.05
147,000.00
PLANTATION FL 33324 1 03/17/95
00
30816862122 05 05/01/95
0
30816862122 O 04/01/25
0
1407673 249/249 F 314,250.00
ZZ
WINTER CONSTANCE 360 314,250.00
1
14 TALON WAY 10.000 2,757.77
75
9.750 2,757.77
419,000.00
DIX HILLS NY 11746 1 03/21/95
00
606060875 05 05/01/95
0
606060875 O 04/01/25
0
1407674 158/158 F 220,000.00
ZZ
TOSCANO STEPHEN 360 220,000.00
1
1039 86TH STREET 9.375 1,829.85
90
9.125 1,829.85
245,000.00
BROOKLYN NY 11228 1 03/03/95
04
2540516 05 05/01/95
20
2540516 O 04/01/25
0
1407676 083/728 F 84,000.00
ZZ
RAMUDIT ROOPNARIN 360 83,790.10
1
103-04 LEFFERTS BOULEVARD 9.500 706.32
70
9.250 706.32
120,000.00
RICHMOND HILL NY 11419 1 10/13/94
00
0380102336 05 12/01/94
0
1072193 O 11/01/24
0
1407678 083/728 F 106,200.00
ZZ
ORTIZ, JR. GABRIEL 360 105,941.49
1
2931 MILES AVENUE 9.625 902.69
60
9.375 902.69
177,000.00
BRONX NY 10465 1 10/11/94
00
0380102344 02 12/01/94
0
1069449 O 11/01/24
0
1
1407679 083/728 F 307,400.00
ZZ
SWEET JAMES G 360 307,088.31
1
47 HILLRISE 9.375 2,556.80
80
9.125 2,556.80
384,292.00
AREA OF DOVE CA CA 92679 1 01/19/95
00
0380102260 03 03/01/95
0
1080459 O 02/01/25
0
1407680 083/728 F 225,000.00
ZZ
MORIARTY DEBORAH M 360 224,628.54
1
312 GRANDE RIVER BOULEVARD 9.000 1,810.40
90
8.750 1,810.40
252,000.00
DOVER TOWNSHIP NJ 08755 1 12/16/94
04
0380102302 05 02/01/95
22
1075717 O 01/01/25
0
1407682 A06/728 F 211,500.00
ZZ
BARNHART CRAIG T 360 211,500.00
1
310 WESTCHESTER WAY 9.625 1,797.73
90
9.375 1,797.73
235,000.00
BIRMINGHAM MI 48009 1 03/27/95
11
0380101486 05 05/01/95
25
001000950000358 O 04/01/25
0
1407683 083/728 F 248,000.00
ZZ
LAWRENCE JOHN 360 247,506.22
1
121 EAST SKYLINE DRIVE 9.500 2,085.32
80
9.250 2,085.32
310,000.00
LA HABRA HEIGHT CA 90631 1 11/17/94
00
0380102252 05 01/01/95
0
1073372 O 12/01/24
0
1407685 083/728 F 115,500.00
T
WEISBART DAPHNE 360 115,187.94
1
TOWN FARM ROAD 9.125 939.75
70
8.875 939.75
165,000.00
LUDLOW VT 05149 1 10/28/94
00
0380102435 05 12/01/94
0
1074174 O 11/01/24
0
1407693 163/728 F 240,000.00
ZZ
STONE JR. WALTER V 360 239,762.97
1
LOT #1 FORSYTHIA DRIVE 9.500 2,018.05
70
9.250 2,018.05
343,957.00
1
WALPOLE MA 02081 1 01/27/95
00
0380101866 05 03/01/95
0
0371506383 O 02/01/25
0
1407695 163/728 F 213,750.00
ZZ
ASHTON JACKLYN 360 213,217.99
1
69 UPLAND ROAD 9.125 1,739.14
90
8.875 1,739.14
237,500.00
WINTHROP MA 02152 1 11/28/94
04
0380101783 05 01/01/95
17
0371565382 O 12/01/24
0
1407698 083/728 F 246,400.00
ZZ
KARLOS MILTIADESL 360 246,013.83
1
4905 SUNSET FOREST CIRCLE 9.250 2,027.07
80
9.000 2,027.07
308,000.00
HOLLY SPRINGS NC 27540 1 12/06/94
00
0380102310 03 02/01/95
0
1064497 O 01/01/25
0
1407699 163/728 F 304,000.00
ZZ
BLAZAR STEVEN L 360 303,345.50
1
252 FREEMAN PARKWAY 9.125 2,473.44
80
8.875 2,473.44
380,000.00
PROVIDENCE RI 02906 1 11/22/94
00
0380101759 05 01/01/95
0
0371566585 O 12/01/24
0
1407704 163/728 F 298,000.00
ZZ
WESTCOTT DAVID A 360 297,532.95
1
56 BORDER ROAD 9.250 2,451.57
76
9.000 2,451.57
392,705.00
CONCORD MA 01742 1 12/29/94
00
0380101734 05 02/01/95
0
0371569948 O 01/01/25
0
1407707 163/728 F 230,000.00
ZZ
DIOGUARDI ANTHONY T 360 229,630.00
1
67 CHRISTOPHER LANE 9.125 1,871.36
77
8.875 1,871.36
300,000.00
GUILFORD CT 06437 1 12/27/94
00
0380101833 05 02/01/95
0
0371573701 O 01/01/25
0
1
1407710 163/728 F 227,500.00
ZZ
PONGRATZ ERNO M 360 227,378.93
1
20 CEDAR STREET 9.125 1,851.02
61
8.875 1,851.02
375,000.00
LEXINGTON MA 02173 2 02/23/95
00
0380101817 05 04/01/95
0
0371586293 O 03/01/25
0
1407715 163/728 F 229,500.00
ZZ
PUENTE SALVADOR 360 229,387.11
1
75 EDGEMONT ROAD 9.500 1,929.77
90
9.250 1,929.77
255,000.00
MONTCLAIR NJ 07043 1 02/10/95
14
0380101809 05 04/01/95
17
371641989 O 03/01/25
0
1407722 163/728 F 300,000.00
ZZ
DE MARINO ROBERT 360 299,827.39
1
4 COBBLESTONE LANE 8.750 2,360.11
58
8.500 2,360.11
525,000.00
MORRIS NJ 07960 1 02/15/95
00
0380101858 05 04/01/95
0
371643864 O 03/01/25
0
1407724 163/728 F 223,200.00
ZZ
SENERCHIA PETER 360 222,868.01
1
323 NORTH IOWA AVENUE 9.500 1,876.79
80
9.250 1,876.79
279,000.00
MASSAPEQUA NY 11758 1 12/15/94
00
0380102013 05 02/01/95
0
371136711 O 01/01/25
0
1407725 163/728 F 80,000.00
ZZ
SWANN POLLY L 360 79,752.82
1
2170 CENTURY PARK EAST #1501 9.375 665.40
67
9.125 665.40
120,000.00
LOS ANGELES CA 90067 1 09/21/94
00
0380102021 06 11/01/94
0
53844923 O 10/01/24
0
1407727 163/728 F 330,000.00
ZZ
SUSAVAGE BERNARD A 360 329,828.92
1
1
6480 EAST CRABTREE PLACE 9.250 2,714.83
75
9.000 2,714.83
440,000.00
YUMA AZ 85365 1 02/13/95
00
0380102039 05 04/01/95
0
54000119 O 03/01/25
0
1407728 163/728 F 220,000.00
ZZ
FOGLE ELIZABETHA 360 219,894.60
1
DUELL HOLLOW ROAD 9.625 1,869.98
76
9.375 1,869.98
290,000.00
DOVER NY 12522 1 02/24/95
00
0380101999 05 04/01/95
0
371481893 O 03/01/25
0
1407730 163/728 F 101,500.00
ZZ
SMITH WILLIAM D 360 101,218.61
1
5601 NORTH CAMINO DE LA NOCHE 9.000 816.69
70
8.750 816.69
145,000.00
TUCSON AZ 85718 1 10/17/94
00
0380102005 09 12/01/94
0
53844787 O 11/01/24
0
1407732 429/429 F 261,000.00
ZZ
FELDNER EDWARD S 360 260,748.91
1
55 THIRD AVENUE 9.625 2,218.48
90
9.375 2,218.48
290,000.00
LITTLE FALLS NJ 07424 1 01/27/95
04
94115339 05 03/01/95
20
94115339 O 02/01/25
0
1407735 447/447 F 562,500.00
ZZ
CRAMER ANDREW A 360 549,012.44
1
2 CASTENADA STREET 9.875 4,884.47
75
9.625 4,884.47
750,000.00
SAN FRANCISCO CA 94116 2 07/20/91
00
825141 05 09/01/91
0
825141 O 08/01/21
0
1407738 447/447 F 500,000.00
ZZ
CONWAY RICHARD J 360 474,820.01
1
36 CROSBY BROWN ROAD 10.250 4,480.51
50
10.000 4,480.51
1,000,000.00
GLADWYNE PA 19035 1 04/08/88
00
337853 05 06/01/88
0
1
337853 O 05/01/18
0
1407739 447/447 F 425,000.00
ZZ
PLOWFIELD PHYLLIS L 360 416,186.34
1
347 REGATTA DRIVE 9.250 3,496.38
80
9.000 3,496.38
532,000.00
JUPITER FL 33458 1 04/24/92
00
380589 03 06/01/92
0
380589 O 05/01/22
0
1407740 447/447 F 340,000.00
ZZ
KABAKER ALAN C 360 332,662.03
1
5141 DENSMORE AVENUE 8.875 2,705.20
74
8.625 2,705.20
460,000.00
ENCINO CA 91436 2 05/26/92
00
439327 05 07/01/92
0
439327 O 06/01/22
0
1407741 447/447 F 255,000.00
ZZ
ARGON CHARLES F 360 246,777.74
1
30912 SUTHERLAND DRIVE 10.875 2,404.37
75
10.625 2,404.37
340,000.00
REDLANDS CA 92373 2 10/10/89
00
450262 05 12/01/89
0
450262 O 11/01/19
0
1407743 163/728 F 230,000.00
ZZ
KOBREN LAWRENCE J 360 228,902.15
1
5 BALLSTEN DRIVE 9.125 1,871.36
60
8.875 1,871.36
389,000.00
WOODBURY NY 11797 1 12/28/94
00
0380101643 05 02/01/95
0
371456459 O 01/01/25
0
1407744 447/447 F 226,800.00
ZZ
BEN-MOHA ROGER 360 210,223.64
1
2157 EAST 70TH STREET 9.000 1,824.89
90
8.750 1,824.89
252,000.00
BROOKLYN NY 11234 1 07/02/92
04
452967 05 09/01/92
25
452967 O 08/01/22
0
1
1407745 447/447 F 404,000.00
ZZ
BAME FRED H 360 395,569.76
1
5110 MEADVILLE STREET 8.875 3,214.41
68
8.625 3,214.41
600,000.00
EXCELSIOR MN 55331 2 06/15/92
00
459579 05 08/01/92
0
459579 O 07/01/22
0
1407746 447/447 F 281,000.00
ZZ
DEASY JOHN P 360 275,121.69
1
7001 WEST 85TH STREET 8.500 2,160.65
72
8.250 2,160.65
395,000.00
LOS ANGELES CA 90045 5 08/21/92
00
473470 05 10/01/92
0
473470 O 09/01/22
0
1407747 163/728 F 229,600.00
ZZ
GARBER DMITRI 360 229,373.22
1
47 DUTCHESS DRIVE 9.500 1,930.61
80
9.250 1,930.61
287,000.00
ORANGETOWN NY 10962 1 01/25/95
00
0380101676 05 03/01/95
0
371481880 O 02/01/25
0
1407748 447/447 F 425,000.00
ZZ
IVANOV STEVE 360 414,811.83
1
16023 AVENIDA CALMA 9.875 3,690.49
58
9.625 3,690.49
738,000.00
RANCHO SANTA FE CA 92067 5 07/30/91
00
848961 05 09/01/91
0
848961 O 08/01/21
0
1407749 447/447 F 500,000.00
ZZ
BERKIN LARRY 360 488,931.20
2
224 LINNIE CANAL 10.000 4,387.86
75
9.750 4,387.86
675,000.00
VENICE CA 90291 2 09/12/91
00
853365 05 11/01/91
0
853365 O 10/01/21
0
1407750 447/447 F 276,000.00
ZZ
ORLOFF MARTIN P 360 269,610.84
1
9933 WILEY BURKE AVENUE 9.625 2,345.98
80
9.375 2,345.98
345,000.00
1
DOWNEY CA 90240 5 10/02/91
00
855613 05 12/01/91
0
855613 O 11/01/21
0
1407751 163/728 F 244,000.00
ZZ
PETERS MICHAEL 360 243,752.60
1
24 PENBROKE AVENUE 9.375 2,029.47
80
9.125 2,029.47
305,000.00
STATEN ISLAND NY 10301 1 02/01/95
00
0380101650 05 03/01/95
0
371455285 O 02/01/25
0
1407753 447/447 F 252,000.00
ZZ
LESTER STEVEN C 360 247,403.32
1
RR8 BOX 4690 8.625 1,960.04
80
8.375 1,960.04
315,000.00
RAPID CITY SD 57702 1 11/12/92
00
926844 05 01/01/93
0
926844 O 12/01/22
0
1407755 163/728 F 243,000.00
ZZ
LOYOLA RAFAEL 360 242,867.26
1
496 NORTH SIXTH STREET 9.000 1,955.24
90
8.750 1,955.24
270,000.00
NEW HYDE PARK NY 11040 1 02/22/95
14
0380102054 05 04/01/95
25
371460047 O 03/01/25
0
1407756 447/447 F 324,000.00
ZZ
KNOP ROMAN 360 318,418.20
1
2585 ARDEE LANE 8.500 2,491.28
90
8.250 2,491.28
360,000.00
SOUTH SAN FRANC CA 94080 2 01/11/93
11
1016889 05 03/01/93
17
1016889 O 02/01/23
0
1407757 447/447 F 242,000.00
BB
HAAKE KENT A 360 234,877.54
1
210 HOWES DRIVE 9.375 2,012.83
80
9.125 2,012.83
302,500.00
LOS GATOS CA 95032 1 12/24/91
00
921319 05 02/01/92
0
921319 O 01/01/22
0
1
1407758 163/728 F 245,000.00
ZZ
BERLINGIERI MICHAEL C 360 244,444.47
1
20 ALYSSA COURT 8.875 1,949.33
88
8.625 1,949.33
281,050.00
HOLBROOK NY 11741 4 11/15/94
04
0380102062 05 01/01/95
17
371446812 O 12/01/24
0
1407761 163/728 F 300,000.00
ZZ
HERCUS RICHARD 360 293,995.24
1
87 HEMLOCK DRIVE 9.375 2,495.25
65
9.125 2,495.25
463,769.00
HOLLAND PA 18966 1 12/30/94
00
0380101981 05 02/01/95
0
371267075 O 01/01/25
0
1407762 163/728 F 211,500.00
ZZ
MCLAUGHLIN FRANCIS P 360 210,712.86
1
574 YALE STREET 9.000 1,701.78
90
8.750 1,701.78
235,000.00
OCEANSIDE NY 11572 1 09/09/94
04
0380106162 05 11/01/94
25
371153600 O 10/01/24
0
1407764 163/728 F 103,250.00
ZZ
SYMMES EDWIN C 360 102,939.20
1
3977 BRIARCLIFF ROAD 9.500 868.18
70
9.250 868.18
147,500.00
ATLANTA GA 30345 1 09/15/94
00
0380101544 05 11/01/94
0
53844952 O 10/01/24
0
1407765 163/728 F 229,800.00
ZZ
CAMACHO MARIA E 360 229,686.97
1
41904 TUSCON COURT 9.500 1,932.28
90
9.250 1,932.28
255,458.00
PALMDALE CA 93552 1 02/10/95
14
0380101528 05 04/01/95
25
340381 O 03/01/25
0
1407766 163/728 F 213,500.00
ZZ
TORRES OSCAR C 360 213,190.69
1
1
1613 TANGLEWOOD DRIVE 9.625 1,814.73
89
9.375 1,814.73
240,000.00
WICHITA FALLS TX 76309 1 12/16/94
10
0380101502 05 02/01/95
20
53763169 O 01/01/25
0
1407767 429/429 F 249,200.00
ZZ
DELL NORMAN J 360 248,703.83
1
7619 EAST KRALL STREET 9.500 2,095.41
70
9.250 2,095.41
356,000.00
SCOTTSDALE AZ 85250 1 11/16/94
00
94025318 03 01/01/95
0
94025318 O 12/01/24
0
1407768 163/728 F 124,800.00
ZZ
ORTEGA ORLANDO 360 124,205.17
1
13940 SW 18 TERRACE 9.875 1,083.70
80
9.625 1,083.70
156,000.00
MIAMI FL 33175 1 10/19/94
00
0380101668 05 12/01/94
0
53844509 O 11/01/24
0
1407769 163/728 F 305,000.00
ZZ
BANEY DOUGLAS M 360 304,849.97
1
897 CLINTON ROAD 9.500 2,564.61
77
9.250 2,564.61
400,000.00
LOS ALTOS CA 94024 1 01/26/95
00
0380101585 05 04/01/95
0
10067979 O 03/01/25
0
1407770 163/728 F 301,500.00
ZZ
TORGERSEN JAN 360 301,347.74
1
99 SOUTH BENSON ROAD 9.375 2,507.73
90
9.125 2,507.73
335,000.00
FAIRFIELD CT 06430 1 02/24/95
14
0380101536 05 04/01/95
25
50686401 O 03/01/25
0
1407771 163/728 F 150,000.00
ZZ
CIRLINCIONE CRAIG 360 149,707.11
1
6 APRIL DRIVE 9.625 1,274.98
58
9.375 1,274.98
260,000.00
SOUTH BRUNSWICK NJ 08852 1 11/18/94
00
0380101684 05 01/01/95
0
1
53844541 O 12/01/24
0
1407772 163/728 F 144,000.00
ZZ
MEADOR JR. JOHN G 360 143,509.41
1
10130 PINE FOREST ROAD 9.125 1,171.64
69
8.875 1,171.64
209,000.00
HOUSTON TX 77042 1 10/14/94
00
0380101593 05 12/01/94
0
53844677 O 11/01/24
0
1407774 163/728 F 140,900.00
ZZ
KIM UNG S 360 140,701.18
1
301 TREE HAVEN AVENUE 9.750 1,210.55
75
9.500 1,210.55
187,885.00
POWELL OH 43065 1 12/29/94
00
0380101627 05 02/01/95
0
53844004 O 01/01/25
0
1407775 163/728 F 94,500.00
ZZ
GOMEZ NUBIA E 360 94,231.13
1
12271 SW 94TH STREET 8.875 751.89
70
8.625 751.89
135,000.00
MIAMI FL 33186 1 10/28/94
00
0380101551 05 12/01/94
0
53844017 O 11/01/24
0
1407776 163/728 F 159,000.00
ZZ
TIERNAN JOHN H 360 158,570.43
1
2275 CASTLE LAKE DRIVE 9.125 1,293.68
60
8.875 1,293.68
265,000.00
TYRONE GA 30290 5 10/19/94
00
0380101601 05 12/01/94
0
53844499 O 11/01/24
0
1407778 163/728 F 243,000.00
ZZ
DAVIDOV SAM 360 242,886.63
1
8693 17TH AVENUE 9.750 2,087.75
90
9.500 2,087.75
270,000.00
BROOKLYN NY 11214 1 02/15/95
14
0380101619 05 04/01/95
17
53766506 O 03/01/25
0
1
1407779 429/429 F 105,000.00
ZZ
BOLEN BRENT F 360 104,881.83
1
19633 EAST OCOTILLO RD 8.875 835.43
53
8.625 835.43
201,527.00
QUEEN CREEK AZ 85242 4 01/26/95
00
94052884 05 03/01/95
0
94052884 O 02/01/25
0
1407788 429/429 F 233,250.00
ZZ
DEPEW ROBERT 360 232,893.86
1
9567 EAST BALANCING ROCK ROAD 9.375 1,940.06
75
9.125 1,940.06
311,000.00
SCOTTSDALE AZ 85262 1 12/20/94
00
94036958 03 02/01/95
0
94036958 O 01/01/25
0
1407789 670/728 F 300,000.00
ZZ
SALZMAN MARC 360 299,832.68
1
52 HUNT DRIVE 8.900 2,392.32
72
8.650 2,392.32
417,500.00
JERICHO NY 11753 1 02/23/95
00
0380102443 03 04/01/95
0
445622 O 03/01/25
0
1407790 670/728 F 273,000.00
T
GERLITZ KEVIN 360 273,000.00
1
57 OYSTER SHORES ROAD 9.875 2,370.60
70
9.625 2,370.60
390,000.00
EAST HAMPTON NY 11937 1 03/06/95
00
0380102476 05 05/01/95
0
564117 O 04/01/25
0
1407791 670/728 F 220,000.00
ZZ
HERMANN FREDERICKP 360 220,000.00
1
11 ROXBURY LANE 8.625 1,711.14
60
8.375 1,711.14
372,594.00
PITTSFORD NY 14534 1 03/10/95
00
0380102526 05 05/01/95
0
570508 O 04/01/25
0
1407792 670/728 F 278,800.00
ZZ
CRAWFORD GERALD W 360 278,673.33
1
2079 BOULDER ROAD 9.875 2,420.96
95
9.625 2,420.96
293,500.00
1
CHANHASSEN MN 55317 1 02/21/95
10
0380102559 05 04/01/95
25
656289 O 03/01/25
0
1407793 670/728 F 500,000.00
ZZ
JOHNSTON JAMES M 360 499,733.91
1
2185 N SUNSET PEAK ROAD 9.125 4,068.17
77
8.875 4,068.17
650,000.00
BOISE ID 83702 2 02/15/95
00
0380102971 05 04/01/95
0
659590 O 03/01/25
0
1407794 670/728 F 500,000.00
ZZ
DE VINE JR JOHN C 360 500,000.00
1
54 GUERRERO AVENUE 8.750 3,933.50
72
8.500 3,933.50
700,000.00
HALF MOON BAY CA 94019 2 03/02/95
00
0380103128 05 05/01/95
0
719749 O 04/01/25
0
1407796 670/728 F 216,450.00
ZZ
MORRIS RUDOLPH A 360 216,340.69
1
11710 HEARTWOOD DRIVE 9.375 1,800.33
95
9.125 1,800.33
227,890.00
BELTSVILLE MD 20705 1 02/28/95
14
0380103276 03 04/01/95
30
923621 O 03/01/25
0
1407797 670/728 F 223,250.00
ZZ
BALTES MICHELLE M 360 223,134.27
1
23722 ROTUNDA 9.250 1,836.62
95
9.000 1,836.62
235,000.00
VALENCIA CA 91355 1 02/07/95
14
0380103342 05 04/01/95
30
1038330 O 03/01/25
0
1407798 670/728 F 300,000.00
ZZ
YUNG YUK S 360 299,852.44
1
10460 STOKES AVENUE 9.500 2,522.56
80
9.250 2,522.56
375,000.00
CUPERTINO CA 95014 1 02/07/95
00
0380103359 05 04/01/95
0
1054217 O 03/01/25
0
1
1407800 670/728 F 437,600.00
ZZ
LEUNG KA W 360 437,384.75
1
10882 LEAVESLEY PLACE 9.500 3,679.58
80
9.250 3,679.58
547,000.00
CUPERTINO CA 95014 1 02/22/95
00
0380103409 05 04/01/95
0
1060654 O 03/01/25
0
1407802 670/728 F 326,000.00
ZZ
ALTZNAUER MILTON J 360 326,000.00
1
2 MEADOW PLACE 9.250 2,681.93
37
9.000 2,681.93
900,000.00
OLD GREENWICH CT 06870 2 03/07/95
00
0380103425 05 05/01/95
0
1062571 O 04/01/25
0
1407803 670/728 F 254,700.00
ZZ
EARLEY THOMAS J 360 254,413.36
1
270 COLLINS PLACE 8.875 2,026.51
90
8.625 2,026.51
283,000.00
AMBLER PA 19002 1 01/30/95
10
0380103474 05 03/01/95
25
1076729 O 02/01/25
0
1407804 670/728 F 230,000.00
ZZ
KROEGER MICHAEL J 360 229,867.66
1
108 POMEROY ROAD 8.750 1,809.42
46
8.500 1,809.42
500,000.00
MADISON NJ 07940 1 02/28/95
00
0380103490 05 04/01/95
0
1368354 O 03/01/25
0
1407805 670/728 F 265,000.00
ZZ
MATNEY MICHAEL G 360 264,876.36
1
1615 KNOX DRIVE 9.750 2,276.76
78
9.500 2,276.76
340,000.00
BRENTWOOD TN 37027 2 02/16/95
00
0380103508 05 04/01/95
0
1590324 O 03/01/25
0
1407806 670/728 F 496,000.00
ZZ
DAVIS JAMES W 360 495,762.38
1
1
701 BOHLIG ROAD 9.625 4,215.95
80
9.375 4,215.95
620,000.00
GLENDALE CA 91207 1 02/08/95
00
0380103680 05 04/01/95
0
1668455 O 03/01/25
0
1407807 670/728 F 275,000.00
ZZ
LATHAM MARTIN P 360 274,853.66
1
6260 EAST FOX GLEN DRIV 9.125 2,237.49
70
8.875 2,237.49
397,079.00
ANAHEIM CA 92807 1 02/16/95
00
0380103524 03 04/01/95
0
2288567 O 03/01/25
0
1407808 670/728 F 230,000.00
ZZ
SIMONSON ALBERT B 360 229,874.36
1
2 FERN STREET 9.000 1,850.63
80
8.750 1,850.63
289,240.00
BEVERLY MA 01915 1 02/14/95
00
0380103532 05 04/01/95
0
2312417 O 03/01/25
0
1407809 670/728 F 520,000.00
ZZ
O'NEIL JOSEPH E 360 519,723.28
1
706 TURNBRIDGE ROAD 9.125 4,230.89
80
8.875 4,230.89
650,000.00
WAYNE PA 19087 1 02/17/95
00
0380103557 03 04/01/95
0
2314631 O 03/01/25
0
1407813 670/728 F 342,000.00
ZZ
SUSSMAN CLIFFORD L 360 342,000.00
1
4769 LIVE OAK CANYON ROAD 9.375 2,844.59
90
9.125 2,844.59
380,000.00
LA VERNE CA 91750 1 03/02/95
10
0380102781 05 05/01/95
20
2356228 O 04/01/25
0
1407814 670/728 F 488,000.00
ZZ
STEIN MARC E 360 487,740.30
1
461 BUCKBOARD LANE 9.125 3,970.53
80
8.875 3,970.53
610,000.00
OJAI CA 93023 1 02/17/95
00
0380102807 03 04/01/95
0
1
2366002 O 03/01/25
0
1407815 670/728 F 768,000.00
ZZ
STRASSBERG MARK H 360 767,622.24
1
2752 BAKER STREET 9.500 6,457.76
80
9.250 6,457.76
960,000.00
SAN FRANCISCO CA 94123 1 02/14/95
00
0380102815 05 04/01/95
0
2399130 O 03/01/25
0
1407817 670/728 F 265,000.00
ZZ
YETNIKOFF CYNTHIA 360 264,868.54
1
MISSION ST 7 SE OF 8TH AVENUE 9.460 2,220.54
73
9.210 2,220.54
365,000.00
CARMEL CA 93921 1 02/22/95
00
0380102864 05 04/01/95
0
2939894 O 03/01/25
0
1407818 670/728 F 384,000.00
ZZ
SUBAR DAVID 360 383,789.81
1
4007 VAN NOORD AVENUE 8.990 3,086.99
80
8.740 3,086.99
480,000.00
LOS ANGELES CA 91604 1 02/23/95
00
0380102872 05 04/01/95
0
2958317 O 03/01/25
0
1407819 670/728 F 420,000.00
ZZ
KIRBY THOMAS W 360 419,804.05
1
4206 MAPLE TERRACE 9.750 3,608.45
80
9.500 3,608.45
525,000.00
CHEVY CHASE MD 20815 1 02/28/95
00
0380102880 05 04/01/95
0
2962381 O 03/01/25
0
1407820 670/728 F 625,000.00
ZZ
HOPP MARTIN L 360 624,675.98
1
1868 N DOHENY DRIVE 9.250 5,141.73
61
9.000 5,141.73
1,035,000.00
LOS ANGELES CA 90069 2 02/22/95
00
0380102906 05 04/01/95
0
2964317 O 03/01/25
0
1
1407821 670/728 F 416,000.00
ZZ
HARBOUR JOHN R 360 415,787.47
1
6112 LAUREL VALLEY COURT 9.320 3,443.46
80
9.070 3,443.46
520,000.00
FORT WORTH TX 76132 2 02/24/95
00
0380102922 03 04/01/95
0
2966476 O 03/01/25
0
1407822 670/728 F 1,000,000.00
ZZ
RAISS JOHN C 360 999,508.12
1
701 21ST STREET 9.500 8,408.55
75
9.250 8,408.55
1,350,000.00
SANTA MONICA CA 90402 4 02/22/95
00
0380102948 05 04/01/95
0
2966531 O 03/01/25
0
1407823 670/728 F 375,000.00
ZZ
GAY THOMAS C 360 374,810.62
1
102 PARKVIEW DRIVE 9.375 3,119.07
77
9.125 3,119.07
490,000.00
SEWICKLEY PA 15143 1 02/24/95
00
0380103094 05 04/01/95
0
4852834 O 03/01/25
0
1407824 670/728 F 400,000.00
ZZ
FLEECE JOSEPH E 360 399,823.04
1
2759 DEERFIELD ROAD 10.000 3,510.29
80
9.750 3,510.29
500,000.00
SAG HARBOR NY 11963 1 02/24/95
00
0380106386 05 04/01/95
0
5099021 O 03/01/25
0
1407825 670/728 F 264,000.00
ZZ
CATON BRIAN E 360 264,000.00
1
23 NORTH BULLMOOSE CIRCLE 9.500 2,219.86
80
9.250 2,219.86
330,000.00
CHANDLER AZ 85224 1 03/07/95
00
0380103136 03 05/01/95
0
7881428 O 04/01/25
0
1407826 670/728 F 223,400.00
ZZ
MEYER GREGORY C 360 223,287.18
1
1275 BAY COURT 9.375 1,858.13
80
9.125 1,858.13
279,250.00
1
BRENTWOOD CA 94513 1 02/21/95
00
0380103144 05 04/01/95
0
7893094 O 03/01/25
0
1407827 670/728 F 250,000.00
ZZ
SPECTOR ISRAEL 360 249,873.74
1
5809 NICHOLSON LANE #1114 9.375 2,079.38
54
9.125 2,079.38
464,000.00
NORTH BETHESDA MD 20852 1 02/28/95
00
0380103169 06 04/01/95
0
7908024 O 03/01/25
0
1407828 670/728 F 328,400.00
ZZ
O'BRIEN JR BARRY W 360 328,234.16
1
15017 SKYRIDGE ROAD 9.375 2,731.47
90
9.125 2,731.47
364,900.00
POWAY CA 92064 1 02/09/95
10
0380103185 05 04/01/95
20
7923058 O 03/01/25
0
1407829 670/728 F 387,000.00
ZZ
VALJI KARIM 360 386,819.44
1
3312 FRONT STREET 9.750 3,324.93
90
9.500 3,324.93
430,000.00
SAN DIEGO CA 92103 1 02/23/95
11
0380103193 05 04/01/95
17
7929986 O 03/01/25
0
1407830 670/728 F 287,450.00
ZZ
NETTLETON TIMOTHY J 360 287,300.98
1
14600 SIXES BRIDGE ROAD 9.250 2,364.78
70
9.000 2,364.78
415,000.00
EMMITSBURG MD 21727 2 02/22/95
00
0380103227 05 04/01/95
0
7930241 O 03/01/25
0
1407831 670/728 F 231,750.00
ZZ
MACRAE MARGARET A 360 231,632.97
1
4940 DODD ROAD 9.375 1,927.58
90
9.125 1,927.58
257,500.00
EAGAN MN 55123 1 02/15/95
04
0380103235 05 04/01/95
25
7940025 O 03/01/25
0
1
1407832 670/728 F 345,750.00
ZZ
DEMITZ CHARLES G 360 345,579.93
1
3155 MONTECITO MEADOW DRIVE 9.500 2,907.26
75
9.250 2,907.26
461,000.00
SANTA ROSA CA 95404 5 02/17/95
00
0380103243 03 04/01/95
0
7999712 O 03/01/25
0
1407833 670/728 F 287,900.00
ZZ
ERLICH MICHAEL S 360 287,746.79
1
408 KRENWINKLE COURT 9.125 2,342.45
80
8.875 2,342.45
359,900.00
SIMI VALLEY CA 93065 1 02/23/95
00
0380103250 05 04/01/95
0
8019711 O 03/01/25
0
1407834 670/728 F 293,400.00
ZZ
LEAR DONALD R 360 293,400.00
1
1720 CHARLES LAM COURT 9.000 2,360.77
90
8.750 2,360.77
326,000.00
LAS VEGAS NV 89117 1 03/02/95
04
0380103268 05 05/01/95
25
8104379 O 04/01/25
0
1407835 670/728 F 215,900.00
ZZ
BROOKS ROBERT A 360 215,900.00
1
3520 E BARRINGTON DRIVE 9.250 1,776.16
95
9.000 1,776.16
227,330.00
ORANGE CA 92669 1 03/06/95
10
0380103284 03 05/01/95
25
8283281 O 04/01/25
0
1407836 670/728 F 314,300.00
ZZ
WATT JOHN L 360 314,137.06
1
350 S. HIDDEN GROVE LANE 9.250 2,585.67
80
9.000 2,585.67
392,900.00
ANAHEIM CA 92807 1 02/27/95
00
0380103292 03 04/01/95
0
8289239 O 03/01/25
0
1407837 670/728 F 211,500.00
ZZ
GASKINS TAYLOR A 360 211,500.00
1
1
1842 KNOXVILLE AVENUE 9.250 1,739.96
90
9.000 1,739.96
235,000.00
LONG BEACH CA 90815 1 03/06/95
04
0380103300 05 05/01/95
20
8290491 O 04/01/25
0
1407838 670/728 F 279,000.00
ZZ
SCIALLI JOHN V 360 278,866.34
1
2554 E VERMONT AVENUE 9.625 2,371.47
90
9.375 2,371.47
310,000.00
PHOENIX AZ 85016 1 02/16/95
10
0380103318 03 04/01/95
17
8295221 O 03/01/25
0
1407839 670/728 F 239,950.00
ZZ
CYPRIEN MARK J 360 239,950.00
1
6420 REGENTS COURT 9.125 1,952.32
80
8.875 1,952.32
299,990.00
YORBA LINDA CA 92686 1 03/10/95
00
0380103326 03 05/01/95
0
8296235 O 04/01/25
0
1407840 670/728 F 314,000.00
ZZ
PICACHE GUALBERT V 360 313,849.57
1
30 SEVILLE WAY 9.625 2,668.97
88
9.375 2,668.97
360,000.00
SO SAN FRANCISC CA 94080 2 02/24/95
14
0380102575 05 04/01/95
25
8296651 O 03/01/25
0
1407841 670/728 F 307,400.00
ZZ
GOLDEN MATTHEW J 360 307,400.00
1
8276 ST HELENA HIGHWAY 8.875 2,445.82
80
8.625 2,445.82
384,300.00
RUTHERFORD CA 94573 1 03/02/95
00
0380102617 05 05/01/95
0
8304238 O 04/01/25
0
1407842 670/728 F 300,000.00
ZZ
DINKINS JACK B 360 300,000.00
1
519 YACHTING RD 9.125 2,440.90
58
8.875 2,440.90
525,000.00
LEXINGTON SC 29072 2 03/14/95
00
0380102633 05 05/01/95
0
1
8546568 O 04/01/25
0
1407844 670/728 F 1,000,000.00
ZZ
HUGHES MARK 360 999,520.93
1
1100 CAROLYN WAY 9.625 8,499.90
17
9.375 8,499.90
6,000,000.00
BEVERLY HILLS CA 90210 5 02/01/95
00
0380102989 05 04/01/95
0
9815589 O 03/01/25
0
1407845 670/728 F 409,500.00
ZZ
ASIANO EDWARD J 360 409,287.70
1
4050 FARMOUTH DRIVE 9.250 3,368.86
90
9.000 3,368.86
455,000.00
LOS ANGELES CA 90027 1 02/22/95
11
0380103060 05 04/01/95
25
9816232 O 03/01/25
0
1407847 670/728 F 250,000.00
ZZ
POWERS SUZI 360 249,883.36
1
1105 OAKWOOD CIRCLE 9.750 2,147.89
55
9.500 2,147.89
460,000.00
CLAYTON CA 94517 1 02/22/95
00
0380103201 05 04/01/95
0
9817328 O 03/01/25
0
1407851 429/429 F 208,000.00
ZZ
DUNNING JOHN R 360 207,656.58
1
570 GREAT ROAD 9.000 1,673.62
80
8.750 1,673.62
260,000.00
STOW MA 01775 1 12/15/94
00
94102931 05 02/01/95
0
94102931 O 01/01/25
0
1407854 429/429 F 700,000.00
ZZ
GRODMAN JOEL 360 699,290.24
1
3 THAMES DRIVE 9.375 5,822.25
66
9.125 5,822.25
1,062,487.00
LIVINGSTON NJ 07039 1 01/20/95
00
93034979 05 03/01/95
0
93034979 O 02/01/25
0
1
1407877 051/728 F 227,500.00
T
MCGIRR MARILYN V 360 227,500.00
1
1302 BARTLETT COURT 9.375 1,892.23
70
9.125 1,892.23
325,000.00
SANTA FE NM 87501 1 03/22/95
00
0380102088 05 05/01/95
0
30100290 O 04/01/25
0
1407892 696/728 F 250,000.00
ZZ
TRILLING HELEN R 360 250,000.00
1
3503 MORRISON STREET NW 8.750 1,966.75
59
8.500 1,966.75
430,000.00
WASHINGTON DC 20015 1 03/15/95
00
0380106469 05 05/01/95
0
3123236 O 04/01/25
0
1412546 334/334 F 291,600.00
ZZ
LAMBERT JAMES L 360 291,456.56
1
31 QUINELLA COURT 9.500 2,451.94
90
9.250 2,451.94
324,000.00
SPRINGTOWN TX 76082 4 02/03/95
10
863258 05 04/01/95
17
863258 O 03/01/25
0
1412562 324/728 F 229,500.00
ZZ
HUBBARD WENDALL G 360 229,500.00
1
449 WEST 64TH STREET 8.750 1,805.48
90
8.500 1,805.48
255,000.00
INGLEWOOD CA 90302 1 03/20/95
04
0380101973 05 05/01/95
25
2053422476 O 04/01/25
0
1414355 074/728 F 350,000.00
ZZ
JAFFIN BRUCE D 360 349,840.98
1
10 DOVER FARM ROAD 9.875 3,039.23
73
9.625 3,039.23
485,000.00
MEDFIELD MA 02052 1 03/03/95
00
0380106485 05 04/01/95
0
1580008016 O 03/01/25
0
1414641 074/728 F 255,000.00
ZZ
ONO CURTIS A 360 254,874.57
1
822 WEST BARRETT STREET 9.500 2,144.18
85
9.230 2,144.18
300,000.00
1
SEATTLE WA 98119 1 02/17/95
10
0380106147 05 04/01/95
17
01269564 O 03/01/25
0
1414645 074/728 F 650,000.00
ZZ
KUSTRA THOMAS A 360 649,727.42
1
48 ROSEWELL ROAD 10.250 5,824.66
69
9.980 5,824.66
950,000.00
BEDFORD NH 03110 4 02/17/95
00
0380106154 05 04/01/95
0
1580008581 O 03/01/25
0
1414655 074/728 F 333,750.00
ZZ
PATERSON JAMES K 360 333,750.00
1
227 BELDEN HILL ROAD 9.375 2,775.97
75
9.125 2,775.97
445,000.00
WILTON CT 06897 1 03/09/95
00
0380106543 05 05/01/95
0
1112007169 O 04/01/25
0
1414658 074/728 F 440,000.00
ZZ
HARRISON RICHARD P 360 439,753.33
1
7646 HUNTMASTER LANE 8.875 3,500.84
80
8.605 3,500.84
550,000.00
MCLEAN VA 22102 1 02/27/95
00
0380106030 03 04/01/95
0
1761070479 O 03/01/25
0
1414661 074/728 F 233,700.00
ZZ
TRIGG DONALD L 360 233,590.97
1
246 EAST CHESTNUT COURT 9.750 2,007.85
95
9.480 2,007.85
246,000.00
VISALIA CA 93277 1 02/07/95
01
0380106279 05 04/01/95
25
95001035 O 03/01/25
0
1414662 074/728 F 218,500.00
ZZ
YIP SHELTON B 360 218,383.72
1
3909 HOOPA PLACE 9.125 1,777.79
75
8.855 1,777.79
295,000.00
DAVIS CA 95616 1 02/22/95
00
0380106220 05 04/01/95
0
1573117420 O 03/01/25
0
1
1414663 074/728 F 255,500.00
ZZ
KO JAE YOUNG 360 255,500.00
1
10641 YEARLING CROSSING 9.500 2,148.38
70
9.230 2,148.38
365,000.00
ORLAND PARK IL 60462 1 03/08/95
00
0380106121 05 05/01/95
0
1601133728 O 04/01/25
0
1414664 074/728 F 280,000.00
ZZ
SMITH DANIEL M 360 279,865.86
1
602 HARVARD DRIVE 9.625 2,379.97
75
9.375 2,379.97
375,000.00
GLENWOOD SPRING CO 81601 2 01/30/95
00
0380106493 05 04/01/95
0
1506000060 O 03/01/25
0
1414665 074/728 F 236,000.00
ZZ
PURIFOY WILLIAM R 360 235,880.82
1
1 BRANCH BEND CIRCLE 9.375 1,962.93
45
9.125 1,962.93
535,000.00
HOUSTON TX 77024 1 02/17/95
00
0380106634 05 04/01/95
0
1571110678 O 03/01/25
0
1414666 074/728 F 307,500.00
ZZ
JOHNSSON MARY C 360 307,340.58
1
156 KEELER DRIVE 9.250 2,529.73
75
8.980 2,529.73
413,000.00
RIDGEFIELD CT 06877 1 02/24/95
00
0380106196 05 04/01/95
0
1112005414 O 03/01/25
0
1414667 429/429 F 120,000.00
ZZ
CERRETO JOHN J 360 120,000.00
1
648 SEAGULL DRIVE 9.750 1,030.99
46
9.500 1,030.99
265,000.00
PARAMUS NJ 07652 1 03/06/95
00
94063656 05 05/01/95
0
94063656 O 04/01/25
0
1414668 074/728 F 262,500.00
ZZ
COOPERMAN THOMAS 360 262,500.00
1
1
256 MAMARONECK ROAD 9.500 2,207.25
75
9.250 2,207.25
350,000.00
SCARSDALE NY 10583 1 03/20/95
00
0380106550 05 05/01/95
0
1112005072 O 04/01/25
0
1414669 074/728 F 217,900.00
ZZ
NAZELROD JR CLARENCE W 360 217,795.61
1
4280 HERMITAGE COURT 9.625 1,852.13
90
9.355 1,852.13
242,200.00
LINEBORO MD 21088 1 02/27/95
10
0380106089 05 04/01/95
17
1721147716 O 03/01/25
0
1414670 074/728 F 244,800.00
ZZ
HERNDON ALEXANDER 360 244,800.00
1
8 OVERLOOK TERRACE 9.500 2,058.42
90
9.250 2,058.42
272,000.00
DANBURY CT 06810 1 03/13/95
04
0380106584 05 05/01/95
17
1112004965 O 04/01/25
0
1414672 074/728 F 399,900.00
T
GRISWOLD FRANK C 360 399,708.42
1
4509 WINDSOR CT NORTH 9.625 3,399.11
80
9.375 3,399.11
499,900.00
HILTON HEAD ISL SC 29928 1 02/28/95
00
0380106402 08 04/01/95
0
1577008030 O 03/01/25
0
1414674 074/728 F 225,000.00
BB
MATTHEWS ROBERT W 360 224,883.35
1
25039 YOSHIDA DR 9.250 1,851.02
80
8.980 1,851.02
283,836.00
HAYWARD CA 94545 1 02/08/95
00
0380106063 05 04/01/95
0
1507012316 O 03/01/25
0
1414680 074/728 F 220,800.00
ZZ
SUSANO SCHERRIE L 360 220,696.99
1
3001 DRURY LN 9.750 1,897.01
80
9.500 1,897.01
276,000.00
DUNKIRK MD 20754 2 02/23/95
00
0380106535 05 04/01/95
0
1
1834002886 O 03/01/25
0
1414683 074/728 F 279,000.00
ZZ
PARENTEAU MARK P 360 278,855.36
1
48 SOUTH MILL STREET 9.250 2,295.27
90
9.000 2,295.27
310,000.00
HOPKINTON MA 01748 1 02/23/95
14
0380106436 05 04/01/95
17
1580009620 O 03/01/25
0
1414685 575/728 F 467,100.00
ZZ
BOWDEN JR ROOSEVELT 360 466,844.86
1
12612 PLEASANT PROSPECT 9.000 3,758.39
80
8.750 3,758.39
588,634.00
MITCHELLVILLE MD 20721 1 02/09/95
00
0380101890 03 04/01/95
0
450005749 O 03/01/25
0
1414688 074/728 F 240,000.00
ZZ
FAIRFIELD STEVEN N 360 240,000.00
1
1030 SAN MIGUEL ROAD 9.250 1,974.43
85
8.980 1,974.43
285,000.00
CONCORD CA 94518 2 03/02/95
01
0380106238 05 05/01/95
12
1561287987 O 04/01/25
0
1414692 074/728 F 340,000.00
ZZ
GERARD WILLIAM 360 339,841.37
1
72 FOREST AVENUE 9.750 2,921.13
78
9.480 2,921.13
437,300.00
GLEN RIDGE NJ 07028 4 02/06/95
00
0380106212 05 04/01/95
0
4000002022 O 03/01/25
0
1414693 074/728 F 295,200.00
ZZ
PI OSVALDO 360 295,200.00
1
6405 SW 104 STREET 9.125 2,401.84
80
8.855 2,401.84
369,000.00
MIAMI FL 33156 1 03/22/95
00
0380106105 05 05/01/95
0
1311221848 O 04/01/25
0
1
1414701 074/728 F 260,000.00
ZZ
HETHCOX PHILLIP C 360 259,857.98
1
1920 HUGHES DRIVE 9.000 2,092.02
80
8.730 2,092.02
325,000.00
CUMMING GA 30130 2 03/01/95
00
0380106048 05 04/01/95
0
1566057576 O 03/01/25
0
1414702 074/728 F 297,600.00
ZZ
HOKAMP RICHARD L 360 297,600.00
1
5405 CROSS CREEK LANE 9.000 2,394.56
80
8.750 2,394.56
372,000.00
RENO NV 89511 1 03/09/95
00
0380106477 03 05/01/95
0
1507020110 O 04/01/25
0
1414704 074/728 F 165,000.00
ZZ
KLUGE DAVID 360 164,909.87
1
273 DEVONSHIRE DRIVE 9.000 1,327.63
75
8.750 1,327.63
220,000.00
NEW HYDE PARK NY 11040 1 02/24/95
00
0380106444 05 04/01/95
0
11112004477 O 03/01/25
0
1414705 074/728 F 230,400.00
ZZ
KANE J R 360 230,400.00
1
2458 EAST DESERT WILLOW DRIVE 9.250 1,895.45
80
8.980 1,895.45
288,000.00
PHOENIX AZ 85048 1 03/07/95
00
0380106139 03 05/01/95
0
1569117754 O 04/01/25
0
1414706 074/728 F 560,000.00
ZZ
KORSON STEPHEN B 360 558,446.90
1
115 KENT PLACE BOULEVARD 9.500 4,708.79
47
9.250 4,708.79
1,200,000.00
SUMMIT NJ 07901 2 01/10/95
00
0380106642 05 03/01/95
0
4000001990 O 02/01/25
0
1414707 074/728 F 311,200.00
ZZ
FORAN CHARLES R 360 311,200.00
1
309 NORTH STREET 9.250 2,560.17
57
9.000 2,560.17
548,000.00
1
MEDFIELD MA 02052 5 03/08/95
00
0380106659 05 05/01/95
0
1580008639 O 04/01/25
0
1414712 074/728 F 180,000.00
ZZ
IZZO MICHAEL 360 179,926.52
1
351 WYNSUM AVENUE 10.375 1,629.73
75
10.125 1,629.73
240,000.00
MERRICK NY 11566 1 02/14/95
00
0380106626 05 04/01/95
0
1500014834 O 03/01/25
0
1414717 074/728 F 187,500.00
ZZ
SIMPSON DALSTON 360 187,414.82
2
257-11 145TH AVENUE 9.875 1,628.15
75
9.625 1,628.15
250,000.00
ROSEDALE NY 11422 1 02/24/95
00
0380106618 05 04/01/95
0
1500015225 O 03/01/25
0
1414721 074/728 F 280,000.00
ZZ
DAVIS JOSEPH 360 280,000.00
1
ONE LINCOLN PLAZA 36J 9.500 2,354.39
75
9.250 2,354.39
375,000.00
NEW YORK NY 10023 2 03/07/95
00
0380106410 06 05/01/95
0
15000022683 O 04/01/25
0
1414726 560/560 F 213,750.00
ZZ
BENANTI JULIE A 360 212,162.67
1
16 JAN COURT 9.500 1,797.33
75
9.250 1,797.33
285,000.00
ELMWOOD PARK NJ 07407 5 07/25/94
00
221527484 05 09/01/94
0
221527484 O 08/01/24
0
1414727 560/560 F 502,900.00
ZZ
WONG TERRENCE R 360 497,328.28
1
734 STILL BREEZE WAY 7.750 3,602.84
79
7.500 3,602.84
637,000.00
SACRAMENTO CA 95831 6 12/10/93
00
448270504 03 02/01/94
0
448270504 O 01/01/24
0
1
1414806 729/728 F 230,000.00
ZZ
THOMPSON DAVID A 360 230,000.00
1
1029 OAKPOINTE PLACE 9.375 1,913.03
77
9.125 1,913.03
300,000.00
DUNWOODY GA 30338 1 03/30/95
00
0380102237 03 05/01/95
0
959648 O 04/01/25
0
1414807 696/728 F 483,750.00
ZZ
KUZMENKO GENNADI 360 483,750.00
1
1144 ROUND PEBBLE LANE 8.875 3,848.93
75
8.625 3,848.93
645,000.00
RESTON VA 22094 1 03/24/95
00
0380102419 05 05/01/95
0
7020402 O 04/01/25
0
1414817 637/728 F 206,250.00
ZZ
MALLOY PATRICIA S 360 206,250.00
1
3 AULDWOOD RD 9.500 1,734.27
75
9.250 1,734.27
275,000.00
STAMFORD CT 06902 1 03/17/95
00
0380105925 05 05/01/95
0
4460143 O 04/01/25
0
1414823 439/439 F 288,000.00
ZZ
BISHOP ALLEN R 360 288,000.00
1
310 2ND STREET SE 8.800 2,275.99
80
8.550 2,275.99
360,000.00
WASHINGTON DC 20003 1 03/24/95
00
1769172 05 05/01/95
0
1769172 O 04/01/25
0
1414824 439/439 F 248,800.00
ZZ
FAZELI SEYED A 360 248,800.00
1
5607 WOODED VILLAS 8.600 1,930.72
79
8.350 1,930.72
315,000.00
KINGWOOD TX 77345 1 03/23/95
00
17701319 05 05/01/95
0
17701319 O 04/01/25
0
1414825 637/728 F 171,200.00
ZZ
MANZO ARTURO 360 171,200.00
1
1
157 LEVERONI ROAD 9.500 1,439.55
80
9.250 1,439.55
214,000.00
SONOMA CA 95476 1 03/17/95
00
0380103847 05 05/01/95
0
3501749 O 04/01/25
0
1414829 637/728 F 140,000.00
ZZ
NIEBERGALL ROLF 360 140,000.00
1
139 LOWELL AVE 9.500 1,177.20
67
AKA 258-09 87TH ROAD 9.250 1,177.20
210,000.00
FLORAL PARK NY 11001 1 03/28/95
00
0380103987 05 05/01/95
0
4460051 O 04/01/25
0
1414868 575/728 F 275,450.00
ZZ
OCHOADA WILFREDO C 360 275,450.00
1
20618 BRIDGEPORT COURT 8.500 2,117.97
90
8.250 2,117.97
306,082.00
STERLING VA 20165 1 03/17/95
12
0380104076 03 05/01/95
20
1056779 O 04/01/25
0
1414871 575/728 F 213,750.00
ZZ
PASTRANA RICHARD 360 213,147.60
1
3957 BIRDSVILLE ROAD 9.625 1,816.85
75
9.375 1,816.85
285,000.00
DAVIDSONVILLE MD 21035 2 02/23/95
00
0380105289 05 04/01/95
0
1053479 O 03/01/25
0
1414882 729/729 F 288,000.00
ZZ
CAVANAUGH WILLIAM S 360 288,000.00
1
125 SPALDING SPRINGS COURT 9.500 2,421.66
80
9.250 2,421.66
360,000.00
DUNWOODY GA 30350 1 03/30/95
00
2950209441 05 05/01/95
0
2950209441 O 04/01/25
0
1414884 070/070 F 250,000.00
ZZ
FERA JR WILLIAM A 360 249,230.02
1
224 CYPRESS KNOLL DRIVE 8.500 1,922.28
90
LOT 107B 8.250 1,922.28
278,000.00
SEWICKELY PA 15143 4 10/26/94
14
1643635 07 12/01/94
20
1
1643635 O 11/01/24
0
1414886 070/070 F 387,000.00
ZZ
COLLINS CHARLES T 360 386,361.06
1
11731 SOUTHSHORE COURT 9.000 3,113.89
90
8.750 3,113.89
430,000.00
CUPERTINO CA 95014 1 12/08/94
04
2949590 05 02/01/95
17
2949590 O 01/01/25
0
1414888 070/070 F 255,950.00
ZZ
MULLINS MICHAEL P 360 255,548.85
1
4318 GIBRALTAR DRIVE 9.250 2,105.64
90
9.000 2,105.64
284,400.00
FREMONT CA 94536 1 12/08/94
04
2389094 05 02/01/95
17
2389094 O 01/01/25
0
1414890 070/070 F 224,000.00
ZZ
HARRISON WILLIAM A 360 223,778.77
1
74 VIA DE LAURENCIO 9.500 1,883.51
80
9.250 1,883.51
280,000.00
CHULA VISTA CA 91910 1 01/19/95
00
1112375 05 03/01/95
0
1112375 O 02/01/25
0
1414891 070/070 F 504,000.00
ZZ
BOEGEL DR WILLIAM A 360 502,853.70
1
14263 212TH DRIVE NORTHEAST 10.250 4,516.35
80
10.000 4,516.35
630,000.00
WOODINVILLE WA 98072 2 11/22/94
00
2514558 03 01/01/95
0
2514558 O 12/01/24
0
1414892 070/070 F 146,000.00
ZZ
HADER DIANA 360 145,855.79
1
11840 EAST TERRA DRIVE 9.500 1,227.65
60
9.250 1,227.65
245,496.00
SCOTTSDALE AZ 85259 1 01/18/95
00
2177729 05 03/01/95
0
2177729 O 02/01/25
0
1
1414893 A39/728 F 260,000.00
ZZ
PROVENCHER MONA L 360 260,000.00
1
630 GAYER DRIVE 9.125 2,115.45
80
8.875 2,115.45
325,000.00
CALABASA AREA CA 91302 1 03/22/95
00
0380105248 05 05/01/95
0
9500113RFC O 04/01/25
0
1414895 083/728 F 285,000.00
BB
PENDLETON PETER E 360 285,000.00
1
918 AVENIDA PRESIDIO 10.125 2,527.44
95
9.875 2,527.44
300,000.00
SAN CLEMENTE CA 92672 1 03/09/95
14
0380106071 05 05/01/95
30
1080697 O 04/01/25
0
1414898 171/728 F 232,400.00
ZZ
BARRY PAUL M 360 232,288.66
1
5414 TURNER COURT 9.625 1,975.38
80
9.375 1,975.38
290,500.00
LAKEWOOD CA 90712 1 02/21/95
00
0380105933 03 04/01/95
0
58073022 O 03/01/25
0
1414900 405/405 F 65,000.00
ZZ
COSTELLO BARRY L 360 65,000.00
1
326 EAST 11TH STREET 9.875 564.43
55
9.625 564.43
120,000.00
PORT ANGELES WA 98362 2 03/07/95
00
0003520517 05 05/01/95
0
0003520517 O 04/01/25
0
1414912 736/728 F 169,050.00
ZZ
LEE SUNG B 360 169,050.00
1
365 S.W. 169TH COURT 9.250 1,390.73
75
9.000 1,390.73
225,400.00
BEAVERTON OR 97006 1 03/23/95
00
0380106725 05 05/01/95
0
437065 O 04/01/25
0
1414970 405/405 F 68,000.00
ZZ
CASAREZ ARCELIA 360 68,000.00
1
1591 PINE DRIVE 9.000 547.15
54
8.750 547.15
128,000.00
1
LA HABRA CA 90631 1 03/16/95
00
3596178 03 05/01/95
0
3596178 O 04/01/25
0
1414977 429/429 F 253,700.00
ZZ
HARPER DAVID B 360 253,700.00
1
114 CRIMSON PLACE 8.750 1,995.86
90
8.500 1,995.86
281,900.00
CHESTER SPRINGS PA 19425 1 03/31/95
14
94114457 03 05/01/95
25
94114457 O 04/01/25
0
1414978 429/429 F 230,350.00
ZZ
GLAUSER JOHN G 360 230,350.00
1
4 WEST PERIWINKLE LANE 8.875 1,832.77
76
8.625 1,832.77
305,000.00
NEWARK DE 19711 2 03/27/95
00
0021005574 05 05/01/95
0
0021005574 O 04/01/25
0
1414981 429/429 F 220,800.00
ZZ
MARGOLIS RICHARD S 360 220,121.61
1
30 ELLEN COURT 8.500 1,697.77
80
8.250 1,697.77
276,000.00
HILLSDALE NJ 07642 1 10/07/94
00
94063654 05 12/01/94
0
94063654 O 11/01/24
0
1414985 429/429 F 254,400.00
ZZ
PATEL NILESH 360 254,400.00
1
143 DORSET CIRCLE 8.875 2,024.13
80
8.625 2,024.13
318,000.00
PHOENIXVILLE PA 19460 1 03/17/95
00
94075607 05 05/01/95
0
94075607 O 04/01/25
0
1415007 670/670 F 424,300.00
ZZ
KOVEN MARSHALL B 360 424,080.03
1
11 BARBERA DRIVE 9.250 3,490.62
80
9.000 3,490.62
530,395.00
HOLMDEL NJ 07733 1 02/24/95
00
692786 05 04/01/95
0
692786 O 03/01/25
0
1
1415010 670/670 F 288,000.00
ZZ
HORGAN CHRISTOPHT 360 288,000.00
1
448 ACKERMAN AVENUE 9.250 2,369.31
90
9.000 2,369.31
320,000.00
GLEN ROCK NJ 07452 1 03/10/95
04
561550 05 05/01/95
20
561550 O 04/01/25
0
TOTAL NUMBER OF LOANS : 669
TOTAL ORIGINAL BALANCE : 189,402,031.11
TOTAL PRINCIPAL BALANCE : 188,983,349.15
TOTAL ORIGINAL P+I : 1,564,626.74
TOTAL CURRENT P+I : 1,564,626.74
***************************
* END OF REPORT *
***************************
RUN ON : 04/18/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 16.30.50 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S3
CUTOFF : 04/01/95
POOL : 0004167
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
- -----------------------------------------------------------------
- --------------
1343925 .3750
125,339.20 .0800
7.8750 .0000
7.5000 .0000
7.4200 .0000
7.4200 .0000
1352659 .7500
338,988.93 .0800
7.6250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1398001 .2500
875,000.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1400142 .2500
329,534.36 .0300
9.7500 .0000
9.5000 .0000
9.4700 .0000
8.5000 .9700
1402613 .2500
599,734.57 .0300
10.0000 .0000
9.7500 .0000
9.7200 .0000
8.5000 1.2200
1402652 .2500
140,000.00 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
8.5000 .7950
1
1402728 .2500
220,172.06 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1403166 .2500
370,000.00 .0300
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1
1407725 .2500
79,752.82 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1407727 .2500
329,828.92 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1407728 .2500
219,894.60 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1407730 .2500
101,218.61 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.5000 .2200
1407732 .2500
260,748.91 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
8.5000 .7950
1407735 .2500
549,012.44 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
8.5000 1.0450
1407738 .2500
474,820.01 .0800
10.2500 .0000
10.0000 .0000
9.9200 .0000
8.5000 1.4200
1407739 .2500
416,186.34 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.5000 .4200
1
1407740 .2500
332,662.03 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5000 .0450
1407741 .2500
246,777.74 .0800
10.8750 .0000
10.6250 .0000
10.5450 .0000
8.5000 2.0450
1407743 .2500
228,902.15 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.5000 .3450
1407744 .2500
210,223.64 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.5000 .1700
1407745 .2500
395,569.76 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5000 .0450
1407746 .2500
275,121.69 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
1407747 .2500
229,373.22 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1407748 .2500
414,811.83 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
8.5000 1.0450
1
1407749 .2500
488,931.20 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
8.5000 1.1700
1407750 .2500
269,610.84 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
8.5000 .7950
1407751 .2500
243,752.60 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1407753 .2500
247,403.32 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.2950 .0000
1407755 .2500
242,867.26 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.5000 .2200
1407756 .2500
318,418.20 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
1407757 .2500
234,877.54 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.5000 .5450
1407758 .2500
244,444.47 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5000 .0950
1
1407761 .2500
293,995.24 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1407762 .2500
210,712.86 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.5000 .2200
1407764 .2500
102,939.20 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1407765 .2500
229,686.97 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1407766 .2500
213,190.69 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1407767 .2500
248,703.83 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.5000 .6700
1407768 .2500
124,205.17 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.5000 1.0950
1407769 .2500
304,849.97 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1
1407770 .2500
301,347.74 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1407771 .2500
149,707.11 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1407772 .2500
143,509.41 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.5000 .3450
1407774 .2500
140,701.18 .0300
9.7500 .0000
9.5000 .0000
9.4700 .0000
8.5000 .9700
1407775 .2500
94,231.13 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5000 .0950
1407776 .2500
158,570.43 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.5000 .3450
1407778 .2500
242,886.63 .0300
9.7500 .0000
9.5000 .0000
9.4700 .0000
8.5000 .9700
1407779 .2500
104,881.83 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5000 .0450
1
1407788 .2500
232,893.86 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.5000 .5450
1407789 .2500
299,832.68 .0300
8.9000 .0000
8.6500 .0000
8.6200 .0000
8.5000 .1200
1407790 .2500
273,000.00 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.5000 1.0950
1407791 .2500
220,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1407792 .2500
278,673.33 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.5000 1.0950
1407793 .2500
499,733.91 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.5000 .3450
1407794 .2500
500,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1407796 .2500
216,340.69 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1
1407797 .2500
223,134.27 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1407798 .2500
299,852.44 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1407800 .2500
437,384.75 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1407802 .2500
326,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1407803 .2500
254,413.36 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5000 .0950
1407804 .2500
229,867.66 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1407805 .2500
264,876.36 .0300
9.7500 .0000
9.5000 .0000
9.4700 .0000
8.5000 .9700
1407806 .2500
495,762.38 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1
1407807 .2500
274,853.66 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.5000 .3450
1407808 .2500
229,874.36 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.5000 .2200
1407809 .2500
519,723.28 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.5000 .3450
1407813 .2500
342,000.00 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1407814 .2500
487,740.30 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.5000 .3450
1407815 .2500
767,622.24 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1407817 .2500
264,868.54 .0300
9.4600 .0000
9.2100 .0000
9.1800 .0000
8.5000 .6800
1407818 .2500
383,789.81 .0300
8.9900 .0000
8.7400 .0000
8.7100 .0000
8.5000 .2100
1
1407819 .2500
419,804.05 .0300
9.7500 .0000
9.5000 .0000
9.4700 .0000
8.5000 .9700
1407820 .2500
624,675.98 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1407821 .2500
415,787.47 .0300
9.3200 .0000
9.0700 .0000
9.0400 .0000
8.5000 .5400
1407822 .2500
999,508.12 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1407823 .2500
374,810.62 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1407824 .2500
399,823.04 .0300
10.0000 .0000
9.7500 .0000
9.7200 .0000
8.5000 1.2200
1407825 .2500
264,000.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1407826 .2500
223,287.18 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1
1407827 .2500
249,873.74 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1407828 .2500
328,234.16 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1407829 .2500
386,819.44 .0300
9.7500 .0000
9.5000 .0000
9.4700 .0000
8.5000 .9700
1407830 .2500
287,300.98 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1407831 .2500
231,632.97 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1407832 .2500
345,579.93 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1407833 .2500
287,746.79 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.5000 .3450
1407834 .2500
293,400.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.5000 .2200
1
1407835 .2500
215,900.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1407836 .2500
314,137.06 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1407837 .2500
211,500.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1407838 .2500
278,866.34 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1407839 .2500
239,950.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.5000 .3450
1407840 .2500
313,849.57 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1407841 .2500
307,400.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5000 .0950
1407842 .2500
300,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.5000 .3450
1
1407844 .2500
999,520.93 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1407845 .2500
409,287.70 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1407847 .2500
249,883.36 .0300
9.7500 .0000
9.5000 .0000
9.4700 .0000
8.5000 .9700
1407851 .2500
207,656.58 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.5000 .1700
1407854 .2500
699,290.24 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.5000 .5450
1407877 .2500
227,500.00 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1407892 .2500
250,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1412546 .2500
291,456.56 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.5000 .6700
1
1412562 .2500
229,500.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1414355 .2500
349,840.98 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.5000 1.0950
1414641 .2700
254,874.57 .0300
9.5000 .0000
9.2300 .0000
9.2000 .0000
8.5000 .7000
1414645 .2700
649,727.42 .0300
10.2500 .0000
9.9800 .0000
9.9500 .0000
8.5000 1.4500
1414655 .2500
333,750.00 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1414658 .2700
439,753.33 .0300
8.8750 .0000
8.6050 .0000
8.5750 .0000
8.5000 .0750
1414661 .2700
233,590.97 .0300
9.7500 .0000
9.4800 .0000
9.4500 .0000
8.5000 .9500
1414662 .2700
218,383.72 .0300
9.1250 .0000
8.8550 .0000
8.8250 .0000
8.5000 .3250
1
1414663 .2700
255,500.00 .0300
9.5000 .0000
9.2300 .0000
9.2000 .0000
8.5000 .7000
1414664 .2500
279,865.86 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1414665 .2500
235,880.82 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1414666 .2700
307,340.58 .0300
9.2500 .0000
8.9800 .0000
8.9500 .0000
8.5000 .4500
1414667 .2500
120,000.00 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
8.5000 .9200
1414668 .2500
262,500.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1414669 .2700
217,795.61 .0300
9.6250 .0000
9.3550 .0000
9.3250 .0000
8.5000 .8250
1414670 .2500
244,800.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1
1414672 .2500
399,708.42 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1414674 .2700
224,883.35 .0300
9.2500 .0000
8.9800 .0000
8.9500 .0000
8.5000 .4500
1414680 .2500
220,696.99 .0300
9.7500 .0000
9.5000 .0000
9.4700 .0000
8.5000 .9700
1414683 .2500
278,855.36 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1414685 .2500
466,844.86 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.5000 .2200
1414688 .2700
240,000.00 .0300
9.2500 .0000
8.9800 .0000
8.9500 .0000
8.5000 .4500
1414692 .2700
339,841.37 .0300
9.7500 .0000
9.4800 .0000
9.4500 .0000
8.5000 .9500
1414693 .2700
295,200.00 .0300
9.1250 .0000
8.8550 .0000
8.8250 .0000
8.5000 .3250
1
1414701 .2700
259,857.98 .0300
9.0000 .0000
8.7300 .0000
8.7000 .0000
8.5000 .2000
1414702 .2500
297,600.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.5000 .2200
1414704 .2500
164,909.87 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.5000 .2200
1414705 .2700
230,400.00 .0300
9.2500 .0000
8.9800 .0000
8.9500 .0000
8.5000 .4500
1414706 .2500
558,446.90 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1414707 .2500
311,200.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1414712 .2500
179,926.52 .0300
10.3750 .0000
10.1250 .0000
10.0950 .0000
8.5000 1.5950
1414717 .2500
187,414.82 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.5000 1.0950
1
1414721 .2500
280,000.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1414726 .2500
212,162.67 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1414727 .2500
497,328.28 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1414806 .2500
230,000.00 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1414807 .2500
483,750.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5000 .0950
1414817 .2500
206,250.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1414823 .2500
288,000.00 .0800
8.8000 .0000
8.5500 .0000
8.4700 .0000
8.4700 .0000
1414824 .2500
248,800.00 .0800
8.6000 .0000
8.3500 .0000
8.2700 .0000
8.2700 .0000
1
1414825 .2500
171,200.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1414829 .2500
140,000.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1414868 .2500
275,450.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1414871 .2500
213,147.60 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1414882 .2500
288,000.00 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.5000 .6700
1414884 .2500
249,230.02 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
1414886 .2500
386,361.06 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.5000 .1700
1414888 .2500
255,548.85 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.5000 .4200
1
1414890 .2500
223,778.77 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.5000 .6700
1414891 .2500
502,853.70 .0800
10.2500 .0000
10.0000 .0000
9.9200 .0000
8.5000 1.4200
1414892 .2500
145,855.79 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.5000 .6700
1414893 .2500
260,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.5000 .3450
1414895 .2500
285,000.00 .0300
10.1250 .0000
9.8750 .0000
9.8450 .0000
8.5000 1.3450
1414898 .2500
232,288.66 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1414900 .2500
65,000.00 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
8.5000 1.0450
1414912 .2500
169,050.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1
1414970 .2500
68,000.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.5000 .1700
1414977 .2500
253,700.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
1414978 .2500
230,350.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5000 .0450
1414981 .2500
220,121.61 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
1414985 .2500
254,400.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5000 .0450
1415007 .2500
424,080.03 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.5000 .4200
1415010 .2500
288,000.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.5000 .4200
TOTAL NUMBER OF LOANS: 669
TOTAL BALANCE........: 188,983,349.15
RUN ON : 04/18/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 16.30.50 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S3 FIXED SUMMARY REPORT
CUTOFF : 04/01/95
POOL : 0004167
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
- -----------------------------------------------------------------
- --------------
CURR NOTE RATE 9.2886 7.3750
10.8750
RFC NET RATE 9.0365 6.8750
10.6250
NET MTG RATE(INVSTR RATE) 8.9891 6.7950
10.5450
POST STRIP RATE 8.4729 6.7950
8.5000
SUB SERV FEE .2521 .2500
.7500
MSTR SERV FEE .0474 .0300
.0800
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD .0000 .0000
.0000
STRIP .5162 .0000
2.0450
TOTAL NUMBER OF LOANS: 669
TOTAL BALANCE........: 188,983,349.15
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended,
supplemented or otherwise modified from time to time, this
"Contract") is made this _________ day of _______, 19____, by and
between Residential Funding Corporation, its successors and
assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the
"parties" and each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to,
and/or service Loans for, Residential Funding, and Residential
Funding desires to purchase Loans from the Seller/Servicer and/or
have the Seller/Servicer service various of its Loans, pursuant
to
the terms of this Contract and the Residential Funding Seller and
Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together,
the "Guides").
NOW, THEREFORE, in consideration of the premises, and the
terms, conditions and agreements set forth below, the parties
agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and
read the Guides. All provisions of the Guides are incorporated
by
reference into and made a part of this Contract, and shall be
binding upon the parties; provided, however, that the
Seller/Servicer shall be entitled to sell Loans to and/or service
Loans for Residential Funding only if and for so long as it shall
have been authorized to do so by Residential Funding in writing.
Specific reference in this Contract to particular provisions of
the Guides and not to other provisions does not mean that those
provisions of the Guides not specifically cited in this Contract
are not applicable. All terms used herein shall have the same
meanings as such terms have in the Guides, unless the context
clearly requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no
provision of this Contract may be waived or amended except in
writing signed by the party against whom enforcement is sought.
Such a written waiver or amendment must expressly reference this
Contract. However, by their terms, the Guides may be amended or
supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties
hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each
represents and warrants to the other that as of the date of this
Contract:
(1) Each party is duly organized, validly existing,
and in good standing under the laws of its
jurisdiction of organization, is qualified, if
necessary, to do business and in good standing
in each jurisdiction in which it is required to
be so qualified, and has the requisite power and
authority to enter into this Contract and all
other agreements which are contemplated by this
Contract and to carry out its obligations
hereunder and under the Guides and under such
other agreements.
(2) This Contract has been duly authorized, executed
and delivered by each party and constitutes a
valid and legally binding agreement of each
party enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation
pending or threatened, and no basis therefor is
known to either party, that could affect the
validity or prospective validity of this
Contract.
(4) Insofar as its capacity to carry out any
obligation under this Contract is concerned,
neither party is in violation of any charter,
articles of incorporation, bylaws, mortgage,
indenture, indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or
regulation and none of the foregoing adversely
affects its capacity to fulfill any of its
obligations under this Contract. Its execution
of, and performance pursuant to, this Contract
will not result in a violation of any of the
foregoing.
b. Seller/Servicer's Representations, Warranties and
Covenants.
In addition to the representations, warranties and
covenants made by the Seller/Servicer pursuant to
subparagraph (a) of this paragraph 3, the
Seller/Servicer makes the representations, warranties
and covenants set forth in the Guides and, upon
request, agrees to deliver to Residential Funding the
certified Resolution of Board of Directors which
authorizes the execution and delivery of this
Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer
Default shall occur, Residential Funding may, at its option,
exercise one or more of those remedies set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is
acting as an agent of Residential Funding. The Seller/Servicer
shall, at all times, act as an independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all
prior Seller Contracts or Servicer Contracts between the parties
except that any subservicing agreement executed by the
Seller/Servicer in connection with any loan-security exchange
transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole
or in part, by the Seller/Servicer without the prior written
consent of Residential Funding. Residential Funding may sell,
assign, convey, hypothecate, pledge or in any other way transfer,
in whole or in part, without restriction, its rights under this
Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that
are to be given under this Contract shall be in writing,
addressed
to the appropriate parties and sent by telefacsimile or by
overnight courier or by United States mail, postage prepaid, to
the addresses and telefacsimile numbers specified below.
However,
another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements
of
this paragraph 8, or Residential Funding pursuant to an amendment
to the Guides.
If to Residential Funding, notices must be sent to the
appropriate
address or telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction
of any state or federal court located in Hennepin County,
Minnesota, over any action, suit or proceeding to enforce or
defend any right under this Contract or otherwise arising from
any
loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that
all
claims in respect of any such action or proceeding may be heard
or
determined in such state or federal court. Each of the parties
irrevocably waives the defense of an inconvenient forum to the
maintenance of any such action or proceeding and any other
substantive or procedural rights or remedies it may have with
respect to the maintenance of any such action or proceeding in
any
such forum. Each of the parties agrees that a final judgment in
any such action or proceeding shall be conclusive and may be
enforced in any other jurisdiction by suit on the judgment or in
any other manner provided by law. Each of the parties further
agrees not to institute any legal actions or proceedings against
the other party or any director, officer, employee, attorney,
agent or property of the other party, arising out of or relating
to this Contract in any court other than as hereinabove specified
in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by
reference herein, constitutes the entire understanding between
the
parties hereto and supersedes all other agreements, covenants,
representations, warranties, understandings and communications
between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph
headings contained herein are for convenience only and shall not
be construed as part of this Contract. Any provision of this
Contract that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction, and,
to this end, the provisions hereof are severable. This Contract
shall be governed by, and construed and enforced in accordance
with, applicable federal laws and the laws of the State of
Minnesota.
IN WITNESS WHEREOF, the duly authorized officers of the
Seller/Servicer and Residential Funding have executed this
Seller/Servicer Contract as of the date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of
Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING
CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage
Loans held by you for the referenced pool, we request the release
of the Mortgage Loan File described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid
in
Full
Mortgage Loan
Repurchased
"We hereby certify that all amounts received or to be received in
connection with such payments which are required to be deposited
have been or will be so deposited as provided in the Pooling and
Servicing Agreement."
Residential Funding Corporation
Authorized Signature
*****************************************************************
*
************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check
off documents being enclosed with a copy of this form. You
should
retain this form for your files in accordance with the terms of
the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage
or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and
says:
1. That he is [Title of Officer] of [Name of Owner]
(record or beneficial owner of the Mortgage Pass-Through
Certificates, Series 1995-S3, Class [R-I] [R-II] (the "Owner")),
a
[savings institution] [corporation] duly organized and existing
under the laws of [the State of __________________] [the United
States], on behalf of which he makes this affidavit and
agreement.
2. That the Owner (i) is not and will not be a
"disqualified organization" as of [date of transfer] within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of
1986, as amended (the "Code"), (ii) will endeavor to remain other
than a disqualified organization for so long as it retains its
ownership interest in the Class [R-I] [R-II] Certificates, and
(iii) is acquiring the Class [R-I] [R-II] Certificates for its
own
account or for the account of another Owner from which it has
received an affidavit and agreement in substantially the same
form
as this affidavit and agreement. (For this purpose, a
"disqualified organization" means the United States, any state or
political subdivision thereof, any agency or instrumentality of
any of the foregoing (other than an instrumentality all of the
activities of which are subject to tax and, except for the
Federal
Home Loan Mortgage Corporation, a majority of whose board of
directors is not selected by any such governmental entity) or any
foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any
rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is
subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would
be imposed on transfers of Class [R-I] [R-II] Certificates to
disqualified organizations under the Code, that applies to all
transfers of Class [R-I] [R-II] Certificates after March 31,
1988;
(ii) that such tax would be on the transferor, or, if such
transfer is through an agent (which person includes a broker,
nominee or middleman) for a disqualified organization, on the
agent; (iii) that the person otherwise liable for the tax shall
be
relieved of liability for the tax if the transferee furnishes to
such person an affidavit that the transferee is not a
disqualified
organization and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that
the Class [R-I] [R-II] Certificates may be "noneconomic residual
interests" within the meaning of Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no
significant purpose of the transfer was to impede the assessment
or collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class [R-I] [R-II] Certificates if
at any time during the taxable year of the pass-through entity a
disqualified organization is the record holder of an interest in
such entity. (For this purpose, a "pass through entity" includes
a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain
cooperatives.)
5. The Purchaser is not an employee benefit plan
subject to the Employee Retirement Income Security Act of 1974,
as
amended ("ERISA"), or the Internal Revenue Code of 1986, as
amended (the "Code"), or an investment manager named fiduciary or
a trustee of any such plan, or any other Person acting, directly
or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan.
6. That the Owner is aware that the Trustee will not
register the transfer of any Class [R-I] [R-II] Certificates
unless the transferee, or the transferee's agent, delivers to it
an affidavit and agreement, among other things, in substantially
the same form as this affidavit and agreement. The Owner
expressly agrees that it will not consummate any such transfer if
it knows or believes that any of the representations contained in
such affidavit and agreement are false.
7. That the Owner has reviewed the restrictions set
forth on the face of the Class [R-I] [R-II] Certificates and the
provisions of Section 5.02(f) of the Pooling and Servicing
Agreement under which the Class [R-I] [R-II] Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section
5.02(f) which authorize the Trustee to deliver payments to a
person other than the Owner and negotiate a mandatory sale by the
Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
8. That the Owner consents to any additional
restrictions or arrangements that shall be deemed necessary upon
advice of counsel to constitute a reasonable arrangement to
ensure
that the Class [R-I] [R-II] Certificates will only be owned,
directly or indirectly, by an Owner that is not a disqualified
organization.
9. The Owner's Taxpayer Identification Number is
______________.
10. This affidavit and agreement relates only to the
Class [R-I] [R-II] Certificates held by the Owner and not to any
other holder of the Class [R-I] [R-II] Certificates. The Owner
understands that the liabilities described herein relate only to
the Class [R-I] [R-II] Certificates.
11. That no purpose of the Owner relating to the
transfer of any of the Class [R-I] [-II] Certificates by the
Owner
is or will be to impede the assessment or collection of any tax.
12. That the Owner has no present knowledge or
expectation that it will be unable to pay any United States taxes
owed by it so long as any of the Certificates remain outstanding.
In this regard, the Owner hereby represents to and for the
benefit
of the person from whom it acquired the Class [R-I] [R-II]
Certificate that the Owner intends to pay taxes associated with
holding such Class [R-I] [R-II] Certificate as they become due,
fully understanding that it may incur tax liabilities in excess
of
any cash flows generated by the Class [R-I] [R-II] Certificate.
13. That the Owner has no present knowledge or
expectation that it will become insolvent or subject to a
bankruptcy proceeding for so long as any of the Class [R-I]
[R-II]
Certificates remain outstanding.
14. The Owner is a citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross
income for United States federal income tax purposes regardless
of
its connection with the conduct of a trade or business within the
United States.
IN WITNESS WHEREOF, the Owner has caused this
instrument to be executed on its behalf, pursuant to the
authority
of its Board of Directors, by its [Title of Officer] and its
corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who
executed
the foregoing instrument and to be the [Title of Officer] of the
Owner, and acknowledged to me that he executed the same as his
free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this ____ day of
________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____
day of _______________, 19__.
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S3
Re: Mortgage Pass-Through Certificates,
Series 1995-S3, Class [R-I] [R-II]
Ladies and Gentlemen:
This letter is delivered to you in connection with the
transfer by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of
$_____________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 1995-S3, Class [R-I] [R-II]
(the
"Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"),
dated
as of April 1, 1995 among Residential Funding Mortgage Securities
I, Inc., as seller (the "Company"), Residential Funding
Corporation, as master servicer, and The First National Bank of
Chicago, as trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Seller hereby certifies,
represents and warrants to, and covenants with, the Company and
the Trustee that:
1. No purpose of the Seller relating to the
transfer of the Certificate by the Seller to the Purchaser is or
will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has
delivered to the Trustee and the Master Servicer a transfer
affidavit and agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit I-1. The Seller does not know or
believe that any representation contained therein is false.
3. The Seller has at the time of the transfer
conducted a reasonable investigation of the financial condition
of
the Purchaser as contemplated by Treasury Regulations Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the
Seller has determined that the Purchaser has historically paid
its
debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the
transfer of a Class [R-I] [R-II] Certificate may not be respected
for United States income tax purposes (and the Seller may
continue
to be liable for United States income taxes associated therewith)
unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the
proposed Transferee is not both a United States Person and a
Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S3
RE: Mortgage Pass-Through Certificates,
Series 1995-S3, Class B-
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller")
$_____________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 1995-S3, Class __ (the
"Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of
April 1, 1995 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation,
as master servicer, and The First National Bank of Chicago, as
trustee (the "Trustee"). All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Company and the Trustee
that:
1. The Purchaser understands that (a) the
Certificates have not been and will not be registered
or qualified under the Securities Act of 1933, as
amended (the "Act") or any state securities law, (b)
the Company is not required to so register or qualify
the Certificates, (c) the Certificates may be resold
only if registered and qualified pursuant to the
provisions of the Act or any state securities law, or
if an exemption from such registration and
qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding
the transfer of the Certificates and (e) the
Certificates will bear a legend to the foregoing
effect.
2. The Purchaser is acquiring the
Certificates for its own account for investment only
and not with a view to or for sale in connection with
any distribution thereof in any manner that would
violate the Act or any applicable state securities
laws.
3. The Purchaser is (a) a substantial,
sophisticated institutional investor having such
knowledge and experience in financial and business
matters, and, in particular, in such matters related
to securities similar to the Certificates, such that
it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the
economic risks of such an investment and (c) an
"accredited investor" within the meaning of Rule
501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with,
and has had an opportunity to review (a) [a copy of
the Private Placement Memorandum, dated
___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information
concerning the Certificates, the Mortgage Loans and
the Company as has been requested by the Purchaser
from the Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates.
The Purchaser has had any questions arising from such
review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did
not purchase the Certificates from the Seller in
connection with the initial distribution of the
Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum")
relating to the original sale (the "Original Sale") of
the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it
by the Seller, that the Memorandum was prepared by the
Company solely for use in connection with the Original
Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates
by the Purchaser from the Seller, and the Purchaser
agrees that it will look solely to the Seller and not
to the Company with respect to any damage, liability,
claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged
error or omission, contained in the Memorandum, or (b)
any information, development or event arising after
the date of the Memorandum.]
5. The Purchaser has not and will not nor
has it authorized or will it authorize any person to
(a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any
Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or
to accept a pledge, disposition of other transfer of
any Certificate, any interest in any Certificate or
any other similar security from any person in any
manner, (c) otherwise approach or negotiate with
respect to any Certificate, any interest in any
Certificate or any other similar security with any
person in any manner, (d) make any general
solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to
any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that
would render the disposition of any Certificate a
violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will
not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions
of the Pooling and Servicing Agreement.
6. The Purchaser is not an employee benefit
plan subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or the
Internal Revenue Code of 1986, as amended (the
"Code"), or an investment manager named fiduciary or a
trustee of any such plan, or any other Person acting,
directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any such plan, and
understands that registration of transfer of any
Certificate to any such employee benefit plan, or to
any person acting on behalf of or purchasing any
Certificate with "plan assets" of any such plan, will
not be made unless such employee benefit plan delivers
an opinion of its counsel, addressed and satisfactory
to the Trustee, the Company and the Master Servicer,
to the effect that the purchase and holding of a
Certificate by, on behalf of, or with "plan assets" of
any such plan is permissible under applicable law,
would not constitute or result in any non-exempt
prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, and would not subject the
Company, the Master Servicer or the Trustee to any
obligation or liability (including obligations or
liabilities under Section 406 of ERISA or Section 4975
of the Code) in addition to those undertaken in the
Pooling and Servicing Agreement.
7. The Purchaser is not a non-United States
person.
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S3
Re: Mortgage Pass-Through Certificates,
Series 1995-S3, Class B-
Ladies and Gentlemen:
In connection with the sale by (the
"Seller") to (the "Purchaser") of $
Initial Certificate Principal Balance of Mortgage Pass-Through
Certificates, Series 1995-S3, Class (the "Certificates"),
issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of April 1, 1995 among
Residential
Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer, and The
First
National Bank of Chicago, as trustee (the "Trustee"). The Seller
hereby certifies, represents and warrants to, and covenants with,
the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise transferred
any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) has solicited
any offer to buy or to accept a pledge, disposition or other
transfer of any Certificate, any interest in any Certificate or
any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) has made any general
solicitation by means of general advertising or in any other
manner, or (e) has taken any other action, that (as to any of (a)
through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933 (the "Act"), that
would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would
require registration or qualification pursuant thereto. The
Seller will not act, in any manner set forth in the foregoing
sentence with respect to any Certificate. The Seller has not and
will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the
"Seller"), intends to transfer the Rule 144A Securities described
above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance
with the agreements pursuant to which the Rule 144A Securities
were issued, the Seller hereby certifies the following facts:
Neither the Seller nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A
Securities,
any interest in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated with respect
to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities
under the Securities Act of 1933, as amended (the "1933 Act"), or
that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration
pursuant thereto, and that the Seller has not offered the Rule
144A Securities to any person other than the Buyer or another
"qualified institutional buyer" as defined in Rule 144A under the
1933 Act.
2. The Buyer warrants and represents to, and
covenants with, the Seller, the Trustee and the Master Servicer
(as defined in the Pooling and Servicing Agreement (the
"Agreement"), dated as of April 1, 1995 among Residential Funding
Corporation as Master Servicer, Residential Funding Mortgage
Securities I, Inc. as depositor pursuant to Section 5.02 of the
Agreement and The First National Bank of Chicago as trustee, as
follows:
a. The Buyer understands that the Rule 144A
Securities have not been registered under the 1933 Act or
the securities laws of any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge
and experience in financial and business matters that it is
capable of evaluating the merits and risks of investment in
the Rule 144A Securities.
c. The Buyer has been furnished with all
information regarding the Rule 144A Securities that it has
requested from the Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest
in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to
the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in
any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any
other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render
the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it
authorize any person to act, in such manner with respect to
the Rule 144A Securities.
e. The Buyer is a "qualified institutional
buyer" as that term is defined in Rule 144A under the 1933
Act and has completed either of the forms of certification
to that effect attached hereto as Annex 1 or Annex 2. The
Buyer is aware that the sale to it is being made in reliance
on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule
144A Securities may be resold, pledged or transferred only
(i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or
for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.
[3. The Buyer warrants and represents to, and
covenants with, the Seller, the Trustee, Master Servicer and the
Company that either (1) the Buyer is (A) not an employee benefit
plan (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")), or
a plan (within the meaning of Section 4975(e)(1) of the Internal
Revenue Code of 1986 ("Code")), which (in either case) is subject
to ERISA or Section 4975 of the Code (both a "Plan"), and (B) is
not directly or indirectly purchasing the Rule 144A Securities on
behalf of, as investment manager of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, or (2) the Buyer
understands that registration of transfer of any Rule 144A
Securities to any Plan, or to any Person acting on behalf of any
Plan, will not be made unless such Plan delivers an opinion of
its
counsel, addressed and satisfactory to the Trustee, the Company
and the Master Servicer, to the effect that the purchase and
holding of the Rule 144A Securities by, on behalf of or with
"plan
assets" of any Plan would not constitute or result in a
prohibited
transaction under Section 406 of ERISA or Section 4975 of the
Code, and would not subject the Company, the Master Servicer or
the Trustee to any obligation or liability (including liabilities
under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement or any other
liability.]
4. This document may be executed in one or more
counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to
be an original; such counterparts, together, shall constitute one
and the same document.
IN WITNESS WHEREOF, each of the parties has executed
this document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer
Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in
connection
with the Rule 144A Investment Representation to which this
Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer
is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933 ("Rule 144A") because
(i) the Buyer owned and/or invested on a discretionary basis
$______________________ in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Buyer satisfies the criteria in the
category marked below.
___ Corporation, etc. The Buyer is a corporation (other
than
a bank, savings and loan association or similar
institution), Massachusetts or similar business trust,
partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any State,
territory or the District of Columbia, the business of
which is substantially confined to banking and is
supervised by the State or territorial banking
commission
or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at
least
$25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached
hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative
bank, homestead association or similar institution,
which
is supervised and examined by a State or Federal
authority having supervision over any such institutions
or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest
annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered
pursuant
to Section 15 of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company
whose primary and predominant business activity is the
writing of insurance or the reinsuring of risks
underwritten by insurance companies and which is subject
to supervision by the insurance commissioner or a
similar
official or agency of a State or territory or the
District of Columbia.
___ State or Local Plan. The Buyer is a plan established
and
maintained by a State, its political subdivisions, or
any
agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan
within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser
registered under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment
Act of 1958.
___ Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is
a
bank or trust company and whose participants are
exclusively (a) plans established and maintained by a
State, its political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its employees, or
(b) employee benefit plans within the meaning of Title I
of the Employee Retirement Income Security Act of 1974,
but is not a trust fund that includes as participants
individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not
include
(i) securities of issuers that are affiliated with the Buyer,
(ii)
securities that are part of an unsold allotment to or
subscription
by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a
repurchase agreement and (vii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the
Buyer, the Buyer used the cost of such securities to the Buyer
and
did not include any of the securities referred to in the
preceding
paragraph. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the
Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments
of
such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and
the Buyer is not itself a reporting company under the Securities
Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with
Rule
144A and understands that the seller to it and other parties
related to the Certificates are relying and will continue to rely
on the statements made herein because one or more sales to the
Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own
account?
6. If the answer to the foregoing question is "no",
the
Buyer agrees that, in connection with any purchase of securities
sold to the Buyer for the account of a third party (including any
separate account) in reliance on Rule 144A, the Buyer will only
purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a
current representation letter from such third party or taken
other
appropriate steps contemplated by Rule 144A to conclude that such
third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which
this certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation
of this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in
connection with the Rule 144A Investment Representation to which
this Certification is attached:
1. As indicated below, the undersigned is the
President, Chief Financial Officer or Senior Vice President of
the
Buyer or, if the Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act of
1933
("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is
a "qualified institutional buyer" as defined in SEC Rule 144A
because (i) the Buyer is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the
Buyer alone, or the Buyer's Family of Investment Companies, owned
at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year. For purposes of determining the amount of
securities owned by the Buyer or the Buyer's Family of
Investment
Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities
(other than the excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with
Rule 144A).
____ The Buyer is part of a Family of Investment Companies
which owned in the aggregate $______________ in
securities (other than the excluded securities
referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as
used herein means two or more registered investment companies (or
series thereof) that have the same investment adviser or
investment advisers that are affiliated (by virtue of being
majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the
Buyer or are part of the Buyer's Family of Investment Companies,
(ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned
but subject to a repurchase agreement and (vi) currency, interest
rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and
understands that each of the parties to which this certification
is made are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in
reliance on Rule 144A. In addition, the Buyer will only purchase
for the Buyer's own account.
6. The undersigned will notify each of the parties
to which this certification is made of any changes in the
information and conclusions herein. Until such notice, the
Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification by the undersigned as of the
date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
EXHIBIT M
[Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage;
Limited Guaranty. (a) Subject to subsection (c) below, prior to
the later of the third Business Day prior to each Distribution
Date or the related Determination Date, the Master Servicer shall
determine whether it or any Subservicer will be entitled to any
reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which
will not be Advances or Subservicer Advances that were made with
respect to delinquencies which were subsequently determined to be
Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding of an
amount equal to the amount of any Advances or Subservicer
Advances
reimbursed pursuant to Section 4.02(a), to the extent such
Advances or Subservicer Advances have not been included in the
amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class B Certificateholders in
the
same manner as if such amount were to be distributed pursuant to
Section 4.02(a).
(b) Subject to subsection (c) below, prior to the
later of the third Business Day prior to each Distribution Date
or
the related Determination Date, the Master Servicer shall
determine whether any Realized Losses (other than Excess Special
Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B
Certificates on such Distribution Date pursuant to Section 4.05,
and, if so, the Master Servicer shall demand payment from
Residential Funding of the amount of such Realized Loss and shall
distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to
Section 4.02(a); provided, however, that the amount of such
demand
in respect of any Distribution Date shall in no event be greater
than the sum of (i) the additional amount of Accrued Certificate
Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized
Loss or Losses not occurred plus (ii) the amount of the reduction
in the Certificate Principal Balances of the Class B Certificates
on such Distribution Date due to such Realized Loss or Losses.
Notwithstanding such payment, such Realized Losses shall be
deemed
to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses allocated to
the
Class B Certificates will not be covered by the Subordinate
Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section
shall be made prior to the later of the third Business Day prior
to each Distribution Date or the related Determination Date by
the
Master Servicer with written notice thereof to the Trustee. The
maximum amount that Residential Funding shall be required to pay
pursuant to this Section on any Distribution Date (the "Amount
Available") shall be equal to the lesser of (X)
minus the sum of (i) all previous payments made under subsections
(a) and (b) hereof and (ii) all draws under the Limited Guaranty
made in lieu of such payments as described below in subsection
(d)
and (Y) the then outstanding Certificate Principal Balances of
the
Class B Certificates, or such lower amount as may be established
pursuant to Section 12.02. Residential Funding's obligations as
described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors
Acceptance Corporation of any failure of Residential Funding to
make any payments hereunder and shall demand payment pursuant to
the limited guaranty (the "Limited Guaranty"), executed by
General
Motors Acceptance Corporation, of Residential Funding's
obligation
to make payments pursuant to this Section, in an amount equal to
the lesser of (i) the Amount Available and (ii) such required
payments, by delivering to General Motors Acceptance Corporation
a
written demand for payment by wire transfer, not later than the
second Business Day prior to the Distribution Date for such
month,
with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant
to this Section or amounts paid under the Limited Guaranty shall
be deposited directly in the Certificate Account, for
distribution
on the Distribution Date for such month to the Class B
Certificateholders.
(f) The Company shall have the option, in its sole
discretion, to substitute for either or both of the Limited
Guaranty or the Subordinate Certificate Loss Obligation another
instrument in the form of a corporate guaranty, an irrevocable
letter of credit, a surety bond, insurance policy or similar
instrument or a reserve fund; provided that (i) the Company
obtains an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that obtaining such substitute
corporate guaranty, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed on
"prohibited transactions" under Section 860(F)(a)(1) of the Code
or on "contributions after the startup date" under Section
860(G)(d)(1) of the Code or (b) either REMIC I or REMIC II to
fail
to qualify as a REMIC at any time that any Certificate is
outstanding, and (ii) no such substitution shall be made unless
(A) the substitute Limited Guaranty or Subordinate Certificate
Loss Obligation is for an initial amount not less than the then
current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or
Subordinate Certificate Loss Obligation (including that no
portion
of the fees, reimbursements or other obligations under any such
instrument will be borne by the Trust Fund), (B) the long term
debt obligations of any obligor of any substitute Limited
Guaranty
or Subordinate Certificate Loss Obligation (if not supported by
the Limited Guaranty) shall be rated at least the lesser of (a)
the rating of the long term debt obligations of General Motors
Acceptance Corporation as of the date of issuance of the Limited
Guaranty and (b) the rating of the long term debt obligations of
General Motors Acceptance Corporation at the date of such
substitution and (C) the Company obtains written confirmation
from
each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such
substitution shall not lower the rating on the Class B
Certificates below the lesser of (a) the then-current rating
assigned to the Class B Certificates by such rating agency and
(b)
the original rating assigned to the Class B Certificates by such
rating agency. Any replacement of the Limited Guaranty or
Subordinate Certificate Loss Obligation pursuant to this Section
shall be accompanied by a written Opinion of Counsel to the
substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such substitute instrument constitutes a
legal, valid and binding obligation of the substitute guarantor
or
obligor, enforceable in accordance with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Company, the Master Servicer nor
the Trustee shall be obligated to substitute for or replace the
Limited Guaranty or Subordinate Certificate Loss Obligation under
any circumstance.
Section 12.02. Amendments Relating to the Limited
Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the
provisions of this Article XII may be amended, superseded or
deleted, (ii) the Limited Guaranty or Subordinate Certificate
Loss
Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental
to the matters described in this Article XII may be amended in
any
manner; in each case by written instrument executed or consented
to by the Company and Residential Funding but without the consent
of any Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely
affect the interests of, the Master Servicer or the Trustee, as
applicable; provided that the Company shall also obtain a letter
from each nationally recognized credit rating agency that rated
the Class B Certificates at the request of the Company to the
effect that such amendment, reduction, deletion or cancellation
will not lower the rating on the Class B Certificates below the
lesser of (a) the then-current rating assigned to the Class B
Certificates by such rating agency and (b) the original rating
assigned to the Class B Certificates by such rating agency,
unless
(A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such
amendment, reduction, deletion or cancellation is made in
accordance with Section 11.01(e) and, provided further that the
Company obtains, in the case of a material amendment or
supersession (but not a reduction, cancellation or deletion of
the
Limited Guaranty or the Subordinate Certificate Loss Obligation),
an Opinion of Counsel (which need not be an opinion of
Independent
counsel) to the effect that any such amendment or supersession
will not cause either (a) any federal tax to be imposed on the
Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code
or on "contributions after the startup date" under Section
860G(d)(1) of the Code or (b) either REMIC I or REMIC II to fail
to qualify as a REMIC at any time that any Certificate is
outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of
Counsel that such amendment complies with this Section 12.02.
EXHIBIT N
[Form of Limited Guaranty]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1995-S3
, 199__
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S3
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware
corporation ("Residential Funding"), an indirect wholly-owned
subsidiary of General Motors Acceptance Corporation, a New York
corporation ("GMAC"), plans to incur certain obligations as
described under Section 12.01 of the Pooling and Servicing
Agreement dated as of April 1, 1995 (the "Servicing Agreement"),
among Residential Funding Mortgage Securities I, Inc. (the
"Company"), Residential Funding and The First National Bank of
Chicago (the "Trustee") as amended by Amendment No. ___ thereto,
dated as of ________, with respect to the Mortgage Pass-Through
Certificates, Series 1995-S3 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing
Agreement, Residential Funding agrees to make payments to the
Holders of the Class B Certificates with respect to certain
losses
on the Mortgage Loans as described in the Servicing Agreement;
and
WHEREAS, GMAC desires to provide certain assurances
with respect to the ability of Residential Funding to secure
sufficient funds and faithfully to perform its Subordinate
Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the
receipt of which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to
contribute and deposit in the Certificate Account on behalf of
Residential Funding (or otherwise provide to Residential Funding,
or to cause to be made available to Residential Funding), either
directly or through a subsidiary, in any case prior to the
related
Distribution Date, such moneys as may be required by Residential
Funding to perform its Subordinate Certificate Loss Obligation
when and as the same arises from time to time upon the demand of
the Trustee in accordance with Section 12.01 of the Servicing
Agreement.
(b) The agreement set forth in the preceding clause
(a) shall be absolute, irrevocable and unconditional and shall
not
be affected by the transfer by GMAC or any other person of all or
any part of its or their interest in Residential Funding, by any
insolvency, bankruptcy, dissolution or other proceeding affecting
Residential Funding or any other person, by any defense or right
of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or
circumstance. Notwithstanding the foregoing, GMAC's obligations
under clause (a) shall terminate upon the earlier of (x)
substitution for this Limited Guaranty pursuant to Section
12.01(f) of the Servicing Agreement, or (y) the termination of
the
Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay
on the part of Residential Funding, the Trustee or any other
person in asserting or enforcing any rights or in making any
claims or demands hereunder. Any defective or partial exercise
of
any such rights shall not preclude any other or further exercise
of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and
any other notices with respect to this Limited Guaranty,
including, without limitation, those of action or nonaction on
the
part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This
Limited Guaranty may be modified, amended or terminated only by
the written agreement of GMAC and the Trustee and only if such
modification, amendment or termination is permitted under Section
12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long
as the Servicing Agreement is not modified or amended in any way
that might affect the obligations of GMAC under this Limited
Guaranty without the prior written consent of GMAC.
4. Successor. Except as otherwise expressly
provided herein, the guarantee herein set forth shall be binding
upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC understands
that a copy of this Limited Guaranty shall be delivered to the
Trustee in connection with the execution of Amendment No. 1 to
the
Servicing Agreement and GMAC hereby authorizes the Company and
the
Trustee to rely on the covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning given them in the
Servicing Agreement.
8. Counterparts. This Limited Guaranty may be
executed in any number of counterparts, each of which shall be
deemed to be an original and such counterparts shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited
Guaranty to be executed and delivered by its respective officers
thereunto duly authorized as of the day and year first above
written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________,
19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S3
Re: Mortgage Pass-Through Certificates, Series 1995-
S3 Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the
assignment by _________________ (the "Trustee") to
_______________________ (the "Lender") of _______________ (the
"Mortgage Loan") pursuant to Section 3.13(d) of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"),
dated
as of April 1, 1995 among Residential Funding Mortgage Securities
I, Inc., as seller (the "Company"), Residential Funding
Corporation, as master servicer, and the Trustee. All terms used
herein and not otherwise defined shall have the meanings set
forth
in the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants with, the
Master Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or
avoid mortgage recording taxes or otherwise comply with, or
facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is
intended to
be, a refinancing of such Mortgage Loan and the form of the
transaction is solely to comply with, or facilitate the
transaction under, such local laws;
(iii) the Mortgage Loan following the proposed
assignment
will be modified to have a rate of interest at least 0.25 percent
below or above the rate of interest on such Mortgage Loan prior
to
such proposed assignment; and
(iv) such assignment is at the request of the borrower
under the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
EXHIBIT P
Planned Principal Balances and Targeted Principal Balances
(see attached)
For information on the Planned Principal Balances
and Targeted Principal Balances, see Prospectus
Supplement dated April 21,1995 to the Prospectus
dated April 20,1995 for the Residential Funding
Securities I, INC., Mortgage Pass-Through Certificates
Series 1995-S3. See pages S-34 through S-40.
EXHIBIT Q
Schedule of Discount Fractions
EXHIBIT Q
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT
PO
LOAN # BALANCE RATE FRACTION
BALANCE
1343925 125,339.20 7.420 12.7058823529%
15,925.45
1352659 338,988.93 6.795 20.0588235294%
67,997.19
1403780 272,710.51 7.045 17.1176470588%
46,681.62
1405304 216,900.00 8.220 3.2941176471%
7,144.94
1405419 235,589.66 8.470 0.3529411765%
831.49
1405420 515,102.85 8.470 0.3529411765%
1,818.01
1405421 223,610.54 8.470 0.3529411765%
789.21
1405453 262,299.56 8.470 0.3529411765%
925.76
1405523 231,460.20 8.470 0.3529411765%
816.92
1405828 249,860.68 8.470 0.3529411765%
881.86
1405832 479,701.65 8.045 5.3529411765%
25,678.15
1405835 283,339.22 8.420 0.9411764706%
2,666.72
1405855 209,162.10 8.420 0.9411764706%
1,968.58
1405857 269,959.71 8.420 0.9411764706%
2,540.80
1405870 257,839.17 7.545 11.2352941176%
28,968.99
1405890 229,860.67 8.170 3.8823529412%
8,924.00
1405932 351,593.48 8.420 0.9411764706%
3,309.12
1405938 262,033.79 7.545 11.2352941176%
29,440.27
1405982 224,374.48 7.545 11.2352941176%
25,209.13
1405985 349,254.13 7.420 12.7058823529%
44,375.82
1406029 244,503.51 7.670 9.7647058824%
23,875.05
1406041 498,775.45 8.170 3.8823529412%
19,364.22
1406060 339,167.29 8.170 3.8823529412%
13,167.67
1406069 319,255.44 8.420 0.9411764706%
3,004.76
1406071 299,265.24 8.170 3.8823529412%
11,618.53
1406076 349,098.00 7.920 6.8235294118%
23,820.80
1406088 269,844.65 8.420 0.9411764706%
2,539.71
1406094 236,055.89 8.045 5.3529411765%
12,635.93
1406096 271,350.68 8.295 2.4117647059%
6,544.34
1406642 284,662.69 8.470 0.3529411765%
1,004.69
1406643 233,177.35 8.470 0.3529411765%
822.98
1406644 278,511.20 8.470 0.3529411765%
982.98
1406646 256,639.12 8.470 0.3529411765%
905.79
1406659 242,995.54 8.470 0.3529411765%
857.63
1406662 215,110.81 8.470 0.3529411765%
759.21
1406664 278,019.19 8.470 0.3529411765%
981.24
1406686 221,285.34 8.470 0.3529411765%
781.01
1406687 348,559.19 8.470 0.3529411765%
1,230.21
1406697 448,686.49 8.470 0.3529411765%
1,583.60
1406707 276,854.33 8.470 0.3529411765%
977.13
1406713 244,372.16 8.470 0.3529411765%
862.49
1406733 391,416.32 8.470 0.3529411765%
1,381.47
1406736 254,255.66 8.470 0.3529411765%
897.37
1406742 264,226.46 8.470 0.3529411765%
932.56
1406743 896,835.94 8.470 0.3529411765%
3,165.30
1406744 949,350.68 8.470 0.3529411765%
3,350.65
1406765 263,690.74 8.470 0.3529411765%
930.67
1406770 294,659.30 8.470 0.3529411765%
1,039.97
1406778 224,476.54 8.470 0.3529411765%
792.27
1407632 220,000.00 8.120 4.4705882353%
9,835.29
1407722 299,827.39 8.470 0.3529411765%
1,058.21
1407746 275,121.69 8.170 3.8823529412%
10,681.20
1407753 247,403.32 8.295 2.4117647059%
5,966.79
1407756 318,418.20 8.170 3.8823529412%
12,362.12
1407791 220,000.00 8.345 1.8235294118%
4,011.76
1407794 500,000.00 8.470 0.3529411765%
1,764.71
1407804 229,867.66 8.470 0.3529411765%
811.30
1407892 250,000.00 8.470 0.3529411765%
882.35
1412562 229,500.00 8.470 0.3529411765%
810.00
1414727 497,328.28 7.470 12.1176470588%
60,264.49
1414823 288,000.00 8.470 0.3529411765%
1,016.47
1414824 248,800.00 8.270 2.7058823529%
6,732.24
1414868 275,450.00 8.220 3.2941176471%
9,073.65
1414884 249,230.02 8.170 3.8823529412%
9,675.99
1414977 253,700.00 8.420 0.9411764706%
2,387.76
1414981 220,121.61 8.170 3.8823529412%
8,545.90
$20,106,849.90 8.2448 3.0018850813%
$603,584.53
